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HSBC Holdings THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this document or as to the action you should take, you should seek your own personal financial advice immediately from your stockbroker or other registered dealer in securities, bank manager, solicitor, accountant or other independent financial adviser who, if you are taking advice in the United Kingdom, is an adviser authorised under the Financial Services and Markets Act 2000. The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this document, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. If you have sold or otherwise transferred all of your holding of HSBC Ordinary Shares, please pass this document, together with the accompanying form of proxy/attendance card, as soon as possible to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee. The distribution of this document in jurisdictions other than the United Kingdom and Hong Kong may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. This document includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to HSBC Holdings. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading. Applications have been or will be made to the UK Listing Authority and to the London Stock Exchange for the New HSBC Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange’s market for listed securities respectively, to the Hong Kong Stock Exchange for listing of, and permission to deal in, the New HSBC Ordinary Shares, and to the New York Stock Exchange and Euronext Paris for listing of the New HSBC Ordinary Shares. Application has been or will be made for HSBC ADSs representing New HSBC Ordinary Shares to be listed on the New York Stock Exchange. Dealings in New HSBC Ordinary Shares are expected to commence on the London Stock Exchange at 8.00 a.m. (UK time) on 1 April 2003 and on the Hong Kong Stock Exchange at 9.30 a.m. (Hong Kong time) on 2 April 2003. HSBC Holdings plc (Incorporated and registered in England and Wales with registered number 617987) DISCLOSEABLE TRANSACTION CIRCULAR relating to the acquisition of Household International, Inc. by a wholly owned subsidiary of HSBC Holdings plc and incorporating a Notice of Extraordinary General Meeting Notice of an Extraordinary General Meeting of HSBC Holdings to be held at Cabot Hall, Cabot Place West, Canary Wharf, London E14 5AB, United Kingdom at 11.00 a.m. (UK time) on 28 March 2003 is set out at the end of this document. A form of proxy for use at the Extraordinary General Meeting is enclosed. To be valid, the form of proxy should be completed and returned, in accordance with the instructions set out on it, to the Company’s Registrars, Computershare Investor Services PLC, PO Box 451, Owen House, 8 Bankhead Crossway North, Edinburgh EH11 0NU, United Kingdom, or to the offices of Computershare Hong Kong Investor Services Limited, Rooms 1901-1905, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event so as to arrive no later than 11.00 a.m. (UK time) on 26 March 2003 or 7.00 p.m. (Hong Kong time) on 26 March 2003. Completion of a form of proxy will not preclude you from attending and voting at the Extraordinary General Meeting should you choose to do so. Morgan Stanley & Co. Limited, Rohatyn Associates LLC and HSBC Bank plc are acting for HSBC Holdings and no one else in connection with the Acquisition and will not be responsible to anyone other than HSBC Holdings for providing the protections afforded to clients of Morgan Stanley & Co. Limited, Rohatyn Associates LLC and HSBC Bank plc respectively or for providing advice in relation to the Acquisition. Cazenove & Co. Ltd. is acting for HSBC Holdings as sponsor in connection with the applications for the New HSBC Ordinary Shares to be admitted to the Official List and to trading on the London Stock Exchange’s market for listed securities and will not be responsible to anyone other than HSBC Holdings for providing the protections offered to clients of Cazenove & Co. Ltd. or for providing advice in relation to the applications. A Chinese translation of this document and the Notice of Extraordinary General Meeting is available on request from Computershare Hong Kong Investor Services Limited, Rooms 1901-1905, Hopewell Centre, 183 Queen’s Road East, Hong Kong. Access to the Meeting Cabot Hall is wheelchair accessible. To help us ensure the Extraordinary General Meeting is fully accessible to all HSBC shareholders, please contact Stuart Calder (telephone: (0)20 7992 1390, fax: (0)20 7992 4631, email: [email protected]) if you have any particular access needs. This document is available on the HSBC Group’s website, www.hsbc.com. The Extraordinary General Meeting can be viewed live on the internet at www.hsbc.com by selecting the ‘EGM webcast’ link on the right hand side of the home page. A recording of the Extraordinary General Meeting will be available after the conclusion of the meeting until the Effective Date. Expected Timetable Latest time and date for receipt of forms of proxy for the 11.00 a.m. on 26 March 2003 Extraordinary General Meeting Extraordinary General Meeting of HSBC Shareholders 11.00 a.m. on 28 March 2003 Special Meeting of Household Shareholders 10.00 a.m. (Central Standard Time) on 28 March 2003 Effective Date (assuming receipt of various regulatory approvals/consents) 1 April 2003 Admission of New HSBC Ordinary Shares to the Official List and commencement of dealings on the London Stock Exchange 8.00 a.m. on 1 April 2003 Commencement of dealings on the Hong Kong Stock Exchange 9.30 a.m. (Hong Kong time) on 2 April 2003 All references to time in this document are to UK time unless otherwise stated. i Contents Page Expected Timetable i Contents ii Directors, company secretary and advisers iv Part I: Letter from the Chairman of HSBC Holdings 1 Proposed Acquisition of Household International, Inc. 1 Household’s Business 2 Reasons for, and Benefits of, the Acquisition 3 Current Trading and Prospects 4 Recent Developments 4 Directors and Management of HSBC Holdings Following the Acquisition 5 Financial Information and Accounting Treatment 5 Extraordinary General Meeting 5 New HSBC Ordinary Shares 6 Action to be Taken 6 Recommendation 6 Part II: Information Relating to the Household Group 8 1 Description of Household 8 2 Financial Information for Household 8 A. Audited consolidated financial information for the years ended 31 December 2001, 2000 and 1999 9 B. Unaudited consolidated financial information for the year ended 31 December 2002 and for the half-year to 30 June 2002 50 C. Unaudited restatement of Household financial information 59 Part III: Unaudited Pro Forma Financial Information 70 Part IV: Description of the Acquisition 81 Section A – Summary of the Terms of the Acquisition 81 1 Nature of the Acquisition 81 2 Consideration to be Delivered in the Acquisition 81 3 Share Options and Other Employee Benefits 82 4 Shareholder Approvals and Other Conditions 83 5 Share Exchange Procedures 84 6 Conduct of Business Pending the Acquisition 84 7 No Solicitation 86 8 Certain Representations and Warranties 87 9 Indemnification and Insurance 87 10 Termination of the Merger Agreement 88 11 Termination Payments and Expenses 89 ii Page Section B – Regulatory Matters 90 1 United States 90 2 United Kingdom 91 3 Canada 91 4 European Union 91 5 Other International Regulatory Matters 91 Part V: Additional Information 92 1 Responsibility 92 2 Share Capital 92 3 HSBC Holdings Directors 93 4 Directors’ and Other Interests 94 5 Directors’ and Proposed Director’s Service Contracts 98 6 Material Contracts 101 7 Significant Changes 102 8 Litigation 102 9 Risk Factors 104 10 Consents 106 11 General 106 12 Bases and Sources of Financial and Other Information 107 13 Documents Available for Inspection 108 Definitions 109 Notice of Extraordinary General Meeting 114 iii Directors, company secretary and advisers Directors Sir John Bond (Group Chairman, Executive Director) The Baroness Dunn, DBE (Deputy Chairman and senior Non-executive Director) Sir Brian Moffat, OBE (Deputy Chairman and senior independent Non-executive Director)* Sir Keith Whitson (Group Chief Executive, Executive Director) The Lord Butler, GCB, CVO (Non-executive Director)* R.K.F. Ch’ien, CBE (Non-executive Director)* C.F.W. de Croisset (Executive Director) W.R.P. Dalton (Executive Director) D.G. Eldon (Executive Director) D.J. Flint (Group Finance Director, Executive Director) W.K.L. Fung, OBE (Non-executive Director)* S.K. Green (Executive Director) S. Hintze (Non-executive Director)* A.W. Jebson (Executive Director) Sir John Kemp-Welch (Non-executive Director)* The Lord Marshall (Non-executive Director) Sir Mark Moody-Stuart, KCMG (Non-executive Director)* S.W.
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