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JUSTSAYYES

Bank of Bermuda CEO Henry Smith

The Bank of Bermuda is leaving no stone unturned in its effort to get shareholders to vote on their proposed sale to HSBC ? and to vote yes.

In a speech yesterday, at a lunch hosted by the Institute of Financial Services, bank CEO Henry Smith told an audience of banking peers ? which he cited as an audience that would understand everything he said ? that he was speaking out on the benefits of the bank's sale to HSBC at every chance given.

"I have taken advantage of nearly every speaking opportunity that I can," he said.

He added that the approval of the deal from the BMA and shareholders "was a job in progress as we speak".

But it is not only Mr. Smith, and the bank's other executives, who are pressing shareholders to vote. Mr. Smith revealed that the bank has set up a special call centre, staffed by with what he described as "young and bright; all are bright and some are young" bank employees whose job is to call shareholders and make sure they have their proxy card for voting, and know how to submit their vote.

The call centre is just one of the ways the bank is communicating with those who ultimately have the say on the institution's fate, before the special general meeting (SGM) called for shareholders on February 16 ? and ahead of the deadline for submitting the shareholder proxy card which falls this weekend.

The bank's directors ? who, like directors, unanimously support the deal with HSBC ? have also been on board with the effort to convince investors to sanction the sale.

Those executives and directors who also do double duty on the board of the bank's charitable foundation ? which holds 11 percent of the bank's shares ? have confirmed those shares will be voted in favour of the sale.

At least two letters have been sent out to shareholders by the bank's top brass, sharing their view that the proposed sale to the multinational banking giant is in the best interest of all stakeholders and should be voted in favour of.

The first letter, sent with with proxy materials, and another letter within a fortnight of the first, were both sent out to investors last month, and were signed off by chairman Joseph Johnson and Mr. Smith.

The first letter accompanied the proxy package, included details of the SGM, terms of the agreement, a fairness opinion on the price of the proposed sale from investment company Merrill Lynch, and section 106 (6) of the Companies Act 1981 which lets shareholders know that they can appeal to the court if they choose not to vote in favour, and do not feel the price offered - in this case $45 per share ? is a fair value.

Both letters advised the bank's investors that "your board of directors has unanimously approved the pending transaction and recommends a vote "FOR" the amalgamation."

The letter continued: "Your Board believes that this transaction is in the best interests of the bank, its shareholders, customers and employees, and the people of Bermuda, and reached this determination following considerable deliberation. We believe that joining the HSBC Group, the world's second largest banking group, at this time is better for our shareholders than continuing as a stand-alone bank in an increasingly competitive, global market."

Beyond written communications, bank executives have immersed themselves in rounds of meetings and talks with shareholders and stakeholders ? including staff and clients ? on the merits of the sale, since it was announced at the end of last October.

There have been a number of shareholder forums, investor conference calls and a flurry of meetings this week when HSBC chairman Sir John Bond was on the Island for three days of talks with Government, regulators, clients, the media, and business leaders.

The bank's website also states: "During the SGM, shareholders will be asked to approve an amalgamation agreement between the Bank and a subsidiary of HSBC."At the IFS lunch yesterday, Mr. Smith said that although the bank's sale to HSBC would signal a new chapter in its 114 year history, he wanted to emphasise that he was not assuming the sale would go through, with it still pending both shareholder and regulatory approval.

Shareholders are to return their proxy cards by this week-end, specifically all should be received by midnight on February 1, 2004. The cards must returned by this date for shareholders who cannot attend the SGM in person.