HSBC Joint Venture in Germany

HSBC Holdings PLC
11 November 2004


                    HSBC TRINKAUS & BURKHARDT AND T-SYSTEMS
               ESTABLISH JOINT VENTURE FOR SECURITIES PROCESSING

                 INNOVATIVE PROCESSING PLATFORM CREATES A BASIS
                               FOR FURTHER GROWTH

HSBC Trinkaus & Burkhardt KGaA, a 73.47 per cent indirectly-owned subsidiary of
HSBC Holdings plc, has agreed to establish a joint venture for securities
processing with T-Systems International GmbH. This is the first time that a
German bank has entered into a partnership with a non-bank owned software
company to establish a joint venture securities processing provider.

HSBC Trinkaus & Burkhardt will transfer its securities processing division to
the joint venture with T-Systems, a subsidiary of Deutsche Telekom. The value of
net assets being transferred is approximately EUR16 million; the deal is subject
to regulatory and other approvals.

The joint venture is to be formed in the first half of 2005 and is expected to
be fully operational in October 2005. HSBC Trinkaus & Burkhardt and T-Systems
will initially own 51 per cent and 49 per cent of the company respectively. In
the medium term, it is planned that T-Systems will become the majority
shareholder in this undertaking. Under this agreement, approximately 150 staff
currently employed at HSBC Trinkaus & Burkhardt will be transferred to the new
entity.

HSBC Trinkaus & Burkhardt is one of the leading securities processing providers
in Germany. In 2003 it processed more than 15 million transactions. The bank's
software system 'GEOS' was developed with a view to providing efficiency,
reliability and security - setting a benchmark for the industry.

With its modern software platform, HSBC Trinkaus & Burkhardt delivers quality
service to its customers, including DAB bank AG, S Broker AG & Co. KG and, in
the future, Fimatex by Boursorama S.A.. In the framework of this partnership,
T-Systems will be responsible for data processing, systems integration of new
customers and further software developments. In July 2004, T-Systems acquired
the software company SDS which developed the GEOS system.

Paul Hagen, Managing Partner of HSBC Trinkaus & Burkhardt, said: "HSBC Trinkaus
& Burkhardt's and T-Systems' goal in establishing this joint venture is to build
the best securities processing development bank in Germany. The successful,
timely and cost efficient migrations already completed for S Broker and DAB bank
demonstrate HSBC Trinkaus & Burkhardt's ability and quality leadership in
complex securities processing. By transferring the securities processing to this
joint venture, we now have a structure for future growth, as well as
demonstrating the bank's strength in innovation.

"The transfer of our securities processing know-how to the partnership with
T-Systems will create a highly attractive service proposal for other financial
institutions, based on the GEOS system. This is a trend-setting strategy in the
German securities processing market."

Kamyar Niroumand, member of T-Systems' executive board, said: "In the services
offered by T-Systems, the goal is to provide customers with a high degree of
flexibility in their business processes. Particularly in the financial services
industry, we see considerable potential to facilitate business by reorganising
process flows and minimising a bank's requirement for vertical integration, thus
ensuring its focus on core services. This involves far more than just
outsourcing. With this innovative agreement, HSBC Trinkaus & Burkhardt and
T-Systems are at the forefront. In the coming years, we clearly want to develop
our commitment as a significant and strategic business partner to banks and
insurance companies."

Notes to editors:

1. HSBC Trinkaus & Burkhardt KGaA

HSBC Trinkaus & Burkhardt KGaA, founded in 1785, is a 73.47 per cent
indirectly-owned subsidiary of HSBC Holdings plc. Led by personally liable
Partners, the bank's services are primarily geared to high net worth
individuals, medium-sized companies and institutional investors. Particular
strengths are in the securities business, portfolio management, interest and
foreign exchange management, issuance of securities and corporate finance. The
constant development of information and communication systems ensures high
quality of bank technologies and optimal service.

For more information about HSBC Trinkaus & Burkhardt, see www.hsbctrinkaus.de

2. T-Systems

T-Systems is one of Europe's leading providers of information and communications
technology (ICT). Within the Deutsche Telekom group, T-Systems is responsible
for serving major business accounts. The company has some 40,000 staff on its
payrolls in more than 20 countries. In 2003, the solutions provider generated
EUR10.6 billion in sales.

T-Systems' solutions improve the business competitiveness of its customers in
the industry sectors telecommunications, services and finance, public and
healthcare as well as manufacturing. The company optimises processes and cuts
costs for its customers, thus providing them additional flexibility for their
core business. T-Systems makes targeted use of industry expertise and
cutting-edge technology. Its services range from the integration of new ICT
solutions into existing customer systems, through the implementation and
operation of desktop systems, data centres and networks, all the way to
telecommunications services and solutions for international carriers, as well as
broadcast and media solutions.

T-Systems' services encompass all levels of the information and communications
technology value chain, spanning from ICT infrastructure and ICT solutions, up
to and including business process management.

For more information about the company and its services, see www.t-systems.com


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