HSBC Extends Public Tender/Exchange Offer for Safra Republic Holdings S.A.

NEW YORK--(BUSINESS WIRE)--September 28, 1999--

HSBC announced today that it has extended to 5:00 p.m. (Luxembourg/Swiss time) on October 29,1999 the expiration of the offer period for its public tender/exchange offer for all issued shares of common stock, par value USD2.50 each, of Safra Republic Holdings S.A. not owned directly or indirectly by Republic New York Corporation or Safra Republic. HSBC has been advised that approximately 27,497,761 shares of Safra Republic common stock had been tendered pursuant to the Offer.

Republic has previously announced that it is investigating certain activities of Republic New York Securities Corporation. HSBC expects to receive further information as the investigation progresses. Depending, among other things, on the facts uncovered by the investigation and the timing and status of regulatory approvals and the Republic stockholder meeting, HSBC may determine, subject to the terms and conditions of the Transaction Agreement and Plan of Merger, dated as of May 10, 1999, among HSBC, Republic and Safra Republic, to extend the Offer Period again on one or more occasions. As previously announced, while reserving all rights that it may have under the Transaction Agreement, HSBC continues to work with Republic and Safra Republic toward closing of the Republic merger and the Safra Republic tender/exchange offer in accordance with the Transaction Agreement.

HSBC will publish a formal notice of extension as soon as possible in accordance with the provisions of the Offer Prospectus dated September 1, 1999.

By way of variation of the terms and conditions of the Offer contained in the Offer Prospectus, holders of Safra Republic common stock who tendered their shares on or before September 30, 1999 will be permitted to withdraw their tenders, should they choose to do so. Procedures for withdrawing tendered shares of Safra Republic common stock are set forth in Annex A to this press release and will be published in the formal notice of extension.

The Offer is being made to holders of Safra Republic common stock solely by means of the Offer Prospectus dated September 1, 1999 and the green Acceptance Forms (other than for United States shareholders, who should also receive the blue Supplemental Offer Document for United States Shareholders dated September 1, 1999 and the yellow Acceptance Forms for United States Shareholders). Copies of the Offer Prospectus, blue Supplemental Offer Document for United States Shareholders, green Acceptance Forms and yellow Acceptance Forms may be obtained from Republic National Bank of New York (Luxembourg) S.A., 32, boulevard Royal, L-2449 Luxembourg (Telephone: [phone]) or from UBS AG, Bahnhofstrasse 45, 8098 Zurich, Switzerland (Telephone: [phone]). United States holders of Safra Republic common stock may obtain the Offer Prospectus, the blue Supplemental Offer Document for United States Shareholders and the yellow Acceptance Forms from HSBC Bank USA, the U.S. Forwarding Agent for the Offer, at HSBC Bank USA, Issuer Services, 140 Broadway, Level A, New York, NY 10005-1180 (Telephone [phone]).

Annex A

Withdrawal Rights

For a withdrawal of tendered shares of common stock, par value USD2.50 each (the "SRH  Common Stock"), of Safra Republic Holdings S.A. ("SRH") to be effective, a written notice of withdrawal must be received prior to 5:00 p.m. (Luxembourg/Swiss time) on October 29, 1999 (or such later time to which the Offer Period may be extended) by Republic National Bank of New York (Luxembourg) S.A. ("RNB (Luxembourg)"), if the original tender was made through RNB (Luxembourg), or UBS AG, if the original tender was made through UBS AG, at its respective address specified on the front cover of the Offer Prospectus. A holder of SRH Common Stock who tendered through a financial institution other than RNB (Luxembourg) or UBS AG and who wishes to withdraw its shares of SRH Common Stock should contact the relevant financial institution through which it tendered to instruct it to withdraw the tender of shares of SRH Common Stock made on its behalf.

Any such notice of withdrawal must specify: (1) the name and address of the person who tendered the shares of SRH Common Stock to be withdrawn as set forth in the Acceptance Forms used to tender such shares, (2) the number of shares of SRH Common Stock to be withdrawn and, (3) in the case of tenders of certificates evidencing registered shares, the name of the registered holder, if different from that of the person who tendered such certificates evidencing registered shares. If fewer than all of the shares of SRH Common Stock tendered are to be withdrawn, the notice must also specify the number of shares withdrawn that were tendered for cash and the number of shares withdrawn that were tendered for Notes.

All questions as to the form and validity (including time of receipt) of notices of withdrawal will be determined by HSBC Holdings plc ("HSBC"), in its sole discretion, whose determination shall be final and binding on all parties. No withdrawal of shares of SRH Common Stock shall be deemed to have been properly made until all defects and irregularities have been cured or waived. None of HSBC, SRH, RNB (Luxembourg), UBS AG or any other person will be under any duty to give notification of any defects or irregularities in any notice of withdrawal or incur any liability for failing to give such notification.

Withdrawals of shares of SRH Common Stock may not be rescinded. Any shares of SRH Common Stock properly withdrawn will be deemed not to have been validly tendered for purposes of the Offer, but may be retendered at any subsequent time prior to the expiration of the Offer Period by following the procedures described in Section 4.7 of the Offer Prospectus.

The Offer and withdrawal rights are governed in their entirety by the laws of Luxembourg. All disputes relating to the Offer and withdrawal rights shall be within the exclusive jurisdiction of the courts of Luxembourg-Ville.