HSBC ACQUIRES GF BITAL

HSBC Holdings PLC
25 November 2002

                     HSBC COMPLETES ACQUISITION OF GF BITAL

HSBC Holdings plc (HSBC) has completed the acquisition of Grupo Financiero Bital
S.A. de C.V. (GF Bital) with the close of its cash tender offer to acquire all
of the outstanding shares in GF Bital.

The offer expired at 15:45 p.m., Mexico City time, on Friday, 22 November 2002.
731,525,483 Series 'O' shares and 203,442,973 Series 'L' shares, which represent
99.21 per cent of the total capital stock of GF Bital, were validly tendered and
accepted for payment. Settlement of the offer price will be made on Wednesday,
27 November 2002.

The offer price was US$1.20967 per share in cash for each outstanding share of
the Series 'O' shares and Series 'L' shares. The total offer consideration to be
paid by HSBC for the tendered shares is US$1,131,003,292.17.

All conditions for completion of the offer were met and HSBC obtained all the
Mexican regulatory approvals required in connection with the offer, including
the approvals of the Banking and Securities Commission (CNBV), the Ministry of
Finance and Public Credit, and the Mexican Stock Exchange.

HSBC Group Chief Executive Sir Keith Whitson said: "I am delighted with the
result of the offer. As a member of the HSBC Group, GF Bital will have access to
the global expertise and resources of one of the world's largest financial
services organisations. The strengths of both banks will be combined to provide
an outstanding level of service to GF Bital's six million customers."

HSBC considers GF Bital to be an attractive banking franchise and a major and
highly respected force in Mexican financial services. The acquisition will
enable HSBC to become one of the few banks that can facilitate investment and
trade flows seamlessly amongst the NAFTA countries and internationally.

With some 7,000 offices in 81 countries and territories and assets of US$746
billion at 30 June 2002, the HSBC Group is one of the world's largest banking
and financial services organisations.

Media enquiries to:

HSBC:                London                    Richard Beck/Adrian Russell
                                               Tel: [phone]/1555

                     New York                  Linda Stryker-Luftig
                                               Tel: [phone]

                     Hong Kong SAR             Gareth Hewett/Viginia Lo
                                               Tel: [phone]

GF Bital:            Mexico City               Hill & Knowlton
                                               Jose Antonio Tamayo/Juan A Lozano
                                               Tel: [phone]


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