HSBA Hsbc Holdings Plc

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3 May 2024

(Hong Kong Stock Code: 5)

HSBC Holdings plc

Poll results of 2024 Annual General Meeting

and

Changes to Board and Committee Composition

1.       Poll Results

Following its Annual General Meeting ("AGM") held today, HSBC Holdings plc (the "Company") announces the results of the poll vote for each of the resolutions set out in the Notice of AGM.

Resolutions 1 to 8, 11 and 14 were passed as ordinary resolutions and resolutions 9, 10, 12, 13, 15 and 16 were passed as special resolutions.

In line with the Board's recommendation, the shareholder-requisitioned resolution 17 failed.

The table below shows the votes cast on each resolution.

Votes cast on each resolution

2.        Changes to Board and Committee Composition

David Nish retired from the Board at the conclusion of the AGM. For the purposes of section 430(2B) of the Companies Act 2006, he will receive his pro-rata entitlement to non-executive director fees for the month of May 2024 and is not entitled to any payments for loss of office.

The following changes to the Board and Committee composition took effect from the conclusion of the AGM:

·    David Nish stepped down from the Committees of which he was a member following his retirement from the Board; and

·    Ann Godbehere succeeded David Nish as Senior independent non-executive Director.  

Accordingly, at the conclusion of the 2024 AGM, the composition of the principal Board Committees will be as follows:

3.         Other

·    Computershare Investor Services PLC, the Company's Share Registrar, acted as scrutineer of the poll on all resolutions.

·    A copy of the resolutions passed at the AGM (other than resolutions concerning ordinary business) has been submitted to the UK Financial Conduct Authority for publication, and will shortly be available for inspection via the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

·    As at 12.01am (London time) on Thursday 2 May 2024, the total number of issued ordinary shares of US$0.50 each entitling the holders to attend and vote on all the resolutions at the AGM was 18,829,384,795. The Company held no ordinary shares in treasury. A 'vote withheld' is not a vote in law and is therefore not counted in the calculation of the proportion of the votes 'for' and 'against' a resolution.

·    In accordance with Rule 13.39(5A) of the Hong Kong Listing Rules all Directors attended the AGM. Kalpana Morparia attended the meeting virtually.

·    In accordance with Rule 13.40 of the Hong Kong Listing Rules there were no shares entitling the holder to attend and abstain from voting in favour of any of the resolutions. No shareholder was required under the Hong Kong Listing Rules to abstain from voting. As stated in the Notice of AGM for 2024, HSBC colleagues who are Material Risk Takers did not vote on resolution 3 due to their interest in the subject matter.

As at the time of this announcement, the following are Directors of the Company: Mark Edward Tucker^*, Noel Paul Quinn, Geraldine Joyce Buckingham^†, Rachel Duan^†, Georges Bahjat Elhedery, Dame Carolyn Julie Fairbairn^†, James Anthony Forese^†, Ann Frances Godbehere^†, Steven Craig Guggenheimer^†, Dr José Antonio Meade Kuribreña^†, Kalpana Jaisingh Morparia^†, Eileen K Murray^†, Brendan Robert Nelson^† and Swee Lian Teo^†.

* Non-executive Group Chairman

^† Independent non-executive Director

For and on behalf of

HSBC Holdings plc

Aileen Taylor

Group Company Secretary and Chief Governance Officer