09:25 MB-HSBC@EC0508B<03886> & MB-HSBC @EC0509<03887> - Ann. (1) This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the Warrants (as defined below). The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, 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 announcement. 388,000,000 European Style Call Warrants (Cash Settled) 2005 relating to existing issued ordinary shares of US$0.50 each of HSBC Holdings plc ("1st Series Warrants") and 388,000,000 European Style Call Warrants (Cash Settled) 2005 relating to existing issued ordinary shares of US$0.50 each of HSBC Holdings plc ("2nd Series Warrants") (together the "Warrants") All Issued by Macquarie Bank Limited (ABN 46 008 583 542) (incorporated under the laws of Australia) Sponsor Macquarie Equities (Asia) Limited Macquarie Bank Limited (ABN 46 008 583 542) (the "Issuer") announces that it intends to issue each of the series of the Warrants detailed below. In respect of each series, the Warrants relate to the existing issued ordinary shares of the relevant company specified below (the "Shares"). Each series of Warrants may only be exercised on the relevant expiry date (the "Expiry Date"), at the relevant exercise price (the "Exercise Price") and in the relevant board lot (the "Board Lot") or integral multiples thereof, all of which are specified below. Warrants Board Lot Issue Price per Warrant Number of Warrants per Entitlement Entitlement Shares Expiry Date Exercise Price 1st Series Warrants 4,000 HK$0.296 Ten One Share existing issued ordinary shares of US$0.50 each of HSBC Holdings plc 31 August 2005 HK$133.00 2nd Series Warrants 4,000 HK$0.274 Ten One Share existing issued ordinary shares of US$0.50 each of HSBC Holdings plc 30 September 2005 HK$135.00 Every Board Lot will entitle the holder on exercise thereof to receive from the Issuer a cash amount (if positive) (the "Cash Settlement Amount "): Cash Settlement Amount per Board Lot = Entitlement x (Average Price Exercise Price) x one Board Lot ------------------------------------------------ Number of Warrants per Entitlement "Average Price" shall be the arithmetic mean of the closing prices of one Share (as derived from the Daily Quotation Sheet of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), subject to any adjustments (as determined by the Issuer in accordance with the Conditions) to such closing prices as may be necessary to reflect any capitalisation, rights issue, distribution or the like) for each of the 5 Valuation Dates prior to expiry. The Warrants will be automatically exercised on the Expiry Date (without any notice being given to the holders of the Warrants) if the Cash Settlement Amount on the Expiry Date is greater than zero and the Issuer will pay to the holders of the Warrants an amount less exercise expenses calculated in accordance with the Conditions of the Warrants. If the Cash Settlement Amount is less than or equal to zero, all Warrants shall be deemed to expire on the Expiry Date without value. The Warrants constitute general unsecured contractual obligations of the Issuer and of no other person. If you purchase the Warrants you are relying upon the creditworthiness of the Issuer. Application will be made to the Listing Committee of the Stock Exchange for listing of, and permission to deal in, the Warrants. The Issuer has been informed that consideration of such application will go through the normal application procedure pursuant to the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") and no guarantee that such approval will be granted can be given. If such permission is granted, it is anticipated that dealings in the Warrants will commence on the Stock Exchange on or about 21 February 2005. Copies of the published audited consolidated financial statements of the Issuer and its controlled entities ("Macquarie Group") for the two financial years ended 31 March 2003 and 31 March 2004, the 2005 Interim Directors' report and financial report of Macquarie Group for the half year ended 30 September 2004, the Base Listing Document dated 20 July 2004 (updated by an addendum dated 25 November 2004 (the "Addendum")), the Addendum, the relevant Supplemental Listing Document to be dated on or about 18 February 2005 and a Chinese translation of each document may be inspected, from the date of the commencement of dealings in each series of Warrants on the Stock Exchange up to and including the relevant Expiry Date, during usual business hours on any business day at the offices of Macquarie Equities (Asia) Limited, 19th Floor, Citic Tower, 1 Tim Mei Avenue, Central, Hong Kong.