Offer for French Banks

HSBC Holdings PLC
29 February 2008


          HSBC RECEIVES FIRM OFFER FOR REGIONAL SUBSIDIARIES IN FRANCE

HSBC France SA ("HSBC France"), a wholly-owned subsidiary of HSBC Holdings plc
("HSBC"), has received a firm cash offer of EUR2,100 million (US$3,171m^) for
its seven French regional banking subsidiaries (the "Regional Banks") from
Banque Federale des Banques Populaires.

On the basis of this offer, HSBC France has entered into exclusive discussions
with Banque Federale des Banques Populaires. Groupe Banque Populaire is a French
based universal multi-brand mutual banking group. Banque Federale des Banques
Populaires is the central body of the Groupe Banque Populaire which coordinates
the activities of its members.

The Regional Banks of HSBC France are: Societe Marseillaise de Credit; Banque de
Savoie; Banque Chaix; Banque Marze; Banque Dupuy, de Parseval; Banque Pelletier;
and Credit Commercial du Sud-Ouest.

Stephen Green, HSBC Group Chairman, said:

"France is a market which offers significant opportunities for HSBC in Global
Banking and Markets, private banking, asset management, insurance, personal
banking, especially Premier, and commercial banking, through our HSBC-branded
retail network. In particular, the more international nature of these businesses
fits our stated strategy to focus our developed market operations on
international connectivity.

"The Regional Banks are predominantly local franchises in Southern France which
have operated under their own brands and with decentralised management. These
banks have strong local roots and benefit from excellent franchises which would
fit extremely well in an organisation focused on the French domestic market.
                                                                           
"Banque Federale des Banques Populaires has outlined a strategy for the banks
which would make it a good owner for both customers and staff with a strong
respect for the traditions of the banks.

"This offer is an opportunity for HSBC to redeploy capital to other investments
as we pursue our strategy and rebalance our activities towards emerging markets
and faster growing business segments."

HSBC-branded branches in France, which are concentrated in France's major urban
centres and provide strong coverage of the Greater Paris area and HSBC's Global
Banking and Markets, private banking, commercial banking, asset management and
insurance activities are unaffected by the offer.

Philippe Dupont, Chairman and Chief Executive Officer of Groupe Banque
Populaire, said:

"The seven Regional Banks of HSBC France are a unique opportunity in France,
given the location of their branch networks and their client bases. This
acquisition allows Groupe Banque Populaire to improve its growth prospects in
retail banking and is fully in line with the Group's strategic objectives. We
intend to retain the brands of the Regional Banks and their individual
identities. Groupe Banque Populaire has a proven track record of successful
integrations which respect both management and staff."

As at 31 December 2007, under IFRS accounts, the aggregate total assets
attributable to the Regional Banks were EUR8,380m (US$12,654m^) with
shareholders' equity of EUR564m (US$852m^). In the year ended 31 December 2007,
the Regional Banks generated net profits after tax of EUR100m (US$151m^). The
Regional Banks have 400 branches (excluding nine HSBC-branded branches which are
not included in the offer) and employ some 2,950 people. The Regional Banks
account for under 40 per cent of HSBC's personal customers in France and, in
2007, generated less than 20 per cent of the pre-tax profits of HSBC France.

The proposed price represents a multiple of 21.0 times 2007 earnings after tax 
and a multiple of 3.7 times the shareholders' equity as at 31 December 2007.

HSBC France will consult with representatives of the relevant employee
representative bodies before making any final decision. Any transaction will be
subject to regulatory approvals in France. Completion would occur within six
months.

HSBC Global Banking and Markets and Goldman Sachs International are acting as
financial advisers to HSBC.

Footnote

^  The amounts set out in US$ have been translated based on an exchange rate of
   $1.51 for €1.00.

Notes to editors:

1. Groupe Banque Populaire
Groupe Banque Populaire is a universal multi-brand mutual banking group. It
comprises 20 Banques Populaires as well as the Credit Maritime Mutuel and the
mutual guarantee companies. With over 7,000,000 customers and approximately
2,900 branches, Groupe Banque Populaire is one of the major retail banking
groups in France: it holds strong positions on the personal banking, small
businesses and SMEs markets. As one of the two strategic shareholders of Natixis
(of which Groupe Banque Populaire owns 34.6%), the Group also provides investment
services to institutional and corporate clients. Besides, Groupe Banque
Populaire is active in the field of real estate services through its subsidiary
Foncia.

In 2006, Groupe Banque Populaire generated €8.1bn net banking income and €1.7bn
net profits after tax. On 30 June 2007, the Group, with over € 20bn equity and
total assets amounting to €305bn, ranked within the 15 largest banks in the Euro
zone.

2. HSBC Holdings plc
HSBC Holdings plc serves over 125 million customers worldwide through around
10,000 offices in 83 countries and territories in Europe, the Asia-Pacific
region, the Americas, the Middle East and Africa. With assets of some US$2,150
billion at 30 June 2007, HSBC is one of the world's largest banking and
financial services organisations. HSBC is marketed worldwide as 'the world's
local bank'.

                                   




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