HSBC HOLDINGS PLC (a public limited company incorporated under the laws of England and Wales) Subordinated Debt Securities and American Depositary Shares Representing Dollar-denominated Preference Shares PURCHASE AGREEMENT Dated: [__]Purchase Agreement • June 14th, 2006 • HSBC Holdings PLC • Savings institution, federally chartered • New York
HSBC Holdings plc, a public limited company incorporated under the laws of England and Wales (the “Company”), proposes to issue and sell from time to time, either together or separately, (i) subordinated debt securities (“Debt Securities”) consisting of debentures, notes and/or other evidences of subordinated indebtedness and/or (ii) American Depositary Shares (the “ADSs”), each ADS representing one of the Company's Dollar-denominated Preference Shares, nominal value $0.01 each (the “Shares” and, together with the Debt Securities, the “Securities”), in one or more offerings on terms determined at the time of sale and set forth in a terms agreement (the “Terms Agreement”). The Shares of more than one series may be offered and sold as units, in which case such units of Shares will be represented by units of ADSs of each corresponding series. The time and date of the execution of the Terms Agreement entered into in connection with the offering of any Offered Securities is hereinafter refe
