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HSBC Bank PLC (33LL)

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Wednesday 22 June, 2011

HSBC Bank PLC

Result of Meeting

Result of Meeting

HSBC Bank PLC

THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF COVERED BONDHOLDERS. IF COVERED BONDHOLDERS ARE IN ANY DOUBT AS TO THE ACTION THEY SHOULD TAKE, THEY SHOULD CONSULT THEIR OWN INDEPENDENT PROFESSIONAL ADVISERS AUTHORISED UNDER THE FINANCIAL SERVICES AND MARKETS ACT 2000 IMMEDIATELY.

HSBC BANK PLC
(the Issuer)
(incorporated with limited liability in England and Wales)
NOTICE OF RESULTS OF MEETING

to each of the holders of the

EUR1,500,000,000 Series 1 Covered Bonds due 2011 (ISIN: XS0273910793)

GBP400,000,000 Series 2 Covered Bonds due 2012 (ISIN: XS0279428733)

CHF300,000,000 Series 3 Covered Bonds due 2017 (ISIN: CH0029630131)

JPY10,000,000,000 Series 4 Covered Bonds due 2017 (ISIN: XS0309671195)

(the Covered Bonds, and the holders thereof, the Covered Bondholders) of the Issuer presently outstanding.

NOTICE IS HEREBY GIVEN that the necessary quorum was achieved at the Meeting of the Covered Bondholders convened by the Issuer on 22 June 2011 by the Notice dated 31 May 2011. The Meeting was convened for the purpose of considering and, if thought fit, passing the Resolution which was proposed as an Extraordinary Resolution in accordance with the provisions of the Trust Deed as most recently amended and restated on 12 October 2010 (the Trust Deed) made between the Issuer, HSBC Mortgage Limited Liability Partnership as LLP (the LLP) and Law Debenture Trust Company of New York (the Covered Bond Trustee) as trustee for the Covered Bondholders and constituting the Covered Bonds. Capitalised terms used in this notice shall have the meanings given to them in the Consent Solicitation Memorandum dated 31 May 2011.

Out of a total of 1,096,201,627 votes cast, 1,080,910,327 votes (representing 98.6 per cent.) were cast in favour of the Resolution and, this being in excess of three-fourths of the votes cast, the Resolution was therefore duly passed as an Extraordinary Resolution of the Covered Bondholders.

The Issuer, as the covered bondholder in respect of the Series 5, Series 6, Series 7, Series 8, Series 9, Series 10 and Series 11 covered bonds has cancelled such bonds on 22 June 2011.

Accordingly, the modifications referred to in the Extraordinary Resolution have been implemented with effect on and from today (the Implementation Date). The Consent Fee will be payable to those Covered Bondholders who delivered an Electronic Voting Instruction voting in favour of the Extraordinary Resolution to the Tabulation Agent prior to the Early Voting Deadline (and which was not validly revoked) in an amount equal to 0.05 per cent. of the Principal Amount Outstanding of the Covered Bonds which were the subject of such Electronic Voting Instruction.

For further information:

A complete description of the terms and conditions of the Covered Bondholder Proposal and the Consent Solicitation are set out in the Consent Solicitation Memorandum. Further details on the transaction can be obtained from:

The Solicitation Agent:

HSBC Bank plc
8 Canada Square
London E14 5HQ
Attn: Liability Management Group
Tel: +44 20 7991 5110
Email:[email protected]

DISCLAIMER: This announcement must be read in conjunction with the Consent Solicitation Memorandum. The Consent Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Covered Bondholder Proposal. If any Covered Bondholder is in doubt as to the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Covered Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to vote in respect of the Covered Bondholder Proposal. None of the Issuer, the Solicitation Agent or the Tabulation Agent for the Covered Bonds makes any recommendation as to whether or not or how holders of the Covered Bonds should vote in respect of the Covered Bondholder Proposal.

The distribution of this announcement and the Consent Solicitation Memorandum in certain jurisdictions may be restricted by law and persons into whose possession this announcement and the Consent Solicitation Memorandum comes are requested to inform themselves about, and to observe, any such restrictions. This announcement shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.


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