HSBC Holdings Regulatory News (HSBA)

The following regulated information, disseminated pursuant to DTR6.3.5, comprises the Notice of Annual General Meeting for 2022 which was sent to shareholders of HSBC Holdings plc on 25 March 2022. A copy of the Notice of Annual General Meeting is available at www.hsbc.com/agm.

HSBC Holdings plc

Notice of Annual General Meeting to be held at 11.00am London time(6.00pm Hong Kong time) on Friday, 29 April 2022

Queen Elizabeth Hall, Southbank Centre, Belvedere Road, London, SE1 8XX

Facilities will be made available to allow shareholders to attend, participate and vote electronically at the AGM and to ask questions in real time should they wish to do so.

Further information on how to join the meeting electronically can be found on pages 19 to 20.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in this document or as to the action you should take, you should consult a stockbroker, solicitor, accountant or other appropriate independent professional adviser.

If you have sold or transferred all of your shares in HSBC Holdings plc (the "Company" or "HSBC" and together with its subsidiary undertakings, the "Group") you should at once forward this document and all accompanying documents to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this document, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this document. The ordinary shares of the Company trade under stock code 5 on The Stock Exchange of Hong Kong Limited.

A Chinese translation of this Notice of Annual General Meeting is available at www.hsbc.com/agm. Alternatively, the Chinese translation of this and future documents may be obtained by contacting the Company's registrar (see page 20).

Contents

1. Chairman's letter

3. Directors' Biographies

6. Notice of the 2022 Annual General Meeting and Explanatory notes

16. Information about the 2022 Annual General Meeting

19. Electronic attendance at the 2022 Annual General Meeting

20. General information

21. Appendices

Chairman's letter

Dear Shareholder

Mark E Tucker

Group Chairman

I am pleased to invite you to the HSBC Holdings plc 2022 Annual General Meeting ("AGM") which will be held on Friday, 29 April 2022 at 11.00am London time (6.00pm Hong Kong time) at the Queen Elizabeth Hall, Southbank Centre, Belvedere Road, London, SE1 8XX.

I look forward to seeing many of you at our AGM. If, however, you are unable to attend in person, you will also be able to attend, vote and raise questions electronically using the platform provided by following the instructions set out on pages 19 to 20. A telephone line will also be provided as an additional means for you to ask questions at the AGM. This can be accessed by following the instructions set out on page 20.

Please read the enclosed Notice of AGM which explains the business to be considered at the AGM. In addition to the standard items of business, I would specifically like to highlight the following items:

Directors

There have been a number of changes to the membership of the Board since last year's AGM.

Two new independent non-executive Directors have joined the Board:

- Rachel Duan joined the Board on 1 September 2021. Rachel is a highly regarded and experienced business leader who brings significant Asia and international leadership experience and business acumen to the Board; and

- Dame Carolyn Fairbairn joined the Board on 1 September 2021. Carolyn is a highly regarded business leader with a deep understanding of the macro-economic and political environment and has strong experience in media, government and finance.

In line with best practice and as required by the Articles of Association, Rachel and Carolyn will stand for election for the first time at this year's AGM. All other continuing Directors will stand for re-election.

On 26 January 2022, we announced that Pauline van der Meer Mohr and Irene Lee would retire from the Board at the conclusion of this year's AGM. Pauline and Irene have made valuable contributions to both the Board and the Committees on which they have served during their tenure. We wish them well with their future endeavours. Irene Lee will remain on the Boards of the following Company's subsidiaries, as an independent non-executive Director of The Hongkong and Shanghai Banking Corporation Limited and independent non-executive Chair of Hang Seng Bank Limited.

The Board considers that each of the Directors standing for election or re-election continues to make a strong contribution to the Board and its Committees through their skills and experience. Further information can be found in their biographies on pages 3 to 5. All of the Directors were subject to a performance review and I held individual discussions with each of them during the year. Further details can be found in the Annual Report & Accounts in respect of the year ended 31 December 2021 ("2021 Annual Report & Accounts").

At the conclusion of this year's AGM, subject to the election and re-election of the Directors as recommended, your Board will comprise a non-executive Group Chairman, two executive Directors and eight independent non-executive Directors.

Directors' Remuneration Policy

In 2019, you approved our remuneration policy which has been in force since that time but which expires at the end of its fixed three-year term at the 2022 AGM ("2019 Directors' Remuneration Policy"). Accordingly, at this year's AGM, as set out in the 2021 Directors' remuneration report on pages 254 to 287 of the 2021 Annual Report & Accounts ("2021 Directors' Remuneration Report"), the Group Remuneration Committee is recommending your approval of a new Directors' remuneration policy ("2022 Directors' Remuneration Policy").

The 2021 Directors' Remuneration Report, which you will also be invited to approve, comprises a report by the Group Remuneration Committee on its implementation of the 2019 Directors' Remuneration Policy during 2021.

Amendments to Articles of Association

We are proposing amendments to the Company's Articles of Association under Resolution 17(a), principally to reflect developments in market practice and to provide clarification and additional flexibility to the Company where necessary or appropriate. A new article (proposed as a separate special resolution, Resolution 17(b)) will also make it clear that certain claims involving the Company, its subsidiaries and/or its or their current or former directors, officers and employees should be determined in the English or Hong Kong courts.

Details of the proposed changes can be found in Appendix 3 and 4 on pages 24 to 25.

Share buy-back resolution

In addition to the usual share buy-back resolution, this year we are proposing an additional share buy-back resolution to allow the Company to make off-market purchases on The Stock Exchange of Hong Kong Limited. Having the ability to run a share buy-back in Hong Kong will allow us to access more of the HSBC trading volume and should help to quicken the completion of our share buy-back programmes.

Shareholder requisitioned resolution - Midland Clawback Campaign

We have received notice of a shareholder requisitioned resolution pursuant to Section 338 of the UK Companies Act 2006 from the Midland Clawback Campaign. This resolution is incorporated as Resolution 19 in the Notice of AGM. The resolution and supporting statement (which is set out in Appendix 5 on page 26) should be read together.

Your Board recommends that you vote AGAINST this resolution for the reasons set out in Appendix 6 on pages 26 to 28.

Your Board considers that the proposals set out in Resolutions 1 to 18 of this Notice are in the best interests of the Company and its shareholders, and recommends that you vote in favour of these resolutions. Your Board recommends that you vote AGAINST Resolution 19 for the reasons set out in Appendix 6 on pages 26 to 28. The Directors intend to vote in line with these recommendations in respect of their own beneficial holdings except in relation to Resolution 3, regarding the 2022 Directors' Remuneration Policy where the Directors will not vote due to their interest in the policy.

A form of proxy is enclosed or can be accessed at www.hsbc.com/proxy. I encourage you to vote on the Resolutions in advance of the AGM by completing and submitting a form of proxy appointing the Chairman of the AGM as your proxy. This is to ensure that your vote is counted even if you plan to attend electronically. Appointing a proxy will not prevent you from attending the AGM electronically or physically and voting on the day.

Together with the Board, I would like to thank you - our valued shareholders - for your continued support and I very much look forward to being able to welcome you to the AGM.

Yours sincerely

Mark E Tucker

Group Chairman

25 March 2022

HSBC Holdings plc

Incorporated in England with limited liability.Registered in England: number 617987Registered Office and Group Head Office:8 Canada Square, London E14 5HQ, United Kingdom

Directors' Biographies

Brief biographical details of each Director standingfor election and re-election are set out below.

Non-executiveGroup Chairman

Mark Edward Tucker (64)

Group Chairman

Appointed to the Board: September 2017Group Chairman since: October 2017Committee Membership: Nomination & Corporate Governance Committee (Chair)

Skills and experience: With over 35 years of experience in financial services in Asia, Africa, the US and the UK, including 25 years based in Hong Kong, Mark has a deep understanding of the industry and markets in which we operate.

Career: Mark was most recently Group Chief Executive and President of AIA Group Limited ('AIA'), having joined in July 2010. Prior to AIA, he was Group Chief Executive of Prudential plc. He served on Prudential's Board for nearly 10 years. Mark previously served as non-executive Director of the Court of the Bank of England and as an independent non-executive Director of Goldman Sachs Group.

External appointments: Chair of TheCityUK, non-executive Chair of Discovery Limited, Co-Chair of the B20 Finance and Infrastructure Task Force (Indonesia 2022), Director, Peterson Institute for International Economics, Director, Institute of International Finance, International Adviser to the Hong Kong Academy of Finance, Member of the Asia Society Board of Trustees, Member of the UK Investment Council and Supporting Chair of Chapter Zero.

Reasons for re-election: Mark has a wealth of leadership experience within financial services in Asia and the UK, through his roles with Prudential and AIA. His knowledge of our markets and extensive experience as a leader, non-executive Director and Chairman, in addition to his geographical and stakeholder insights, position him well to lead the Board.

Executive Directors

Noel Paul Quinn (60)

Group Chief Executive

Appointed to the Board: August 2019Group Chief Executive since: March 2020

Skills and experience: Having qualified as an accountant in 1987, Noel has more than 30 years of banking and financial services experience, both in the UK and Asia.

Career: Noel was formally named Group Chief Executive in March 2020, having held the role on an interim basis since August 2019. He has held various roles across HSBC, or its constituent companies, since 1987. Prior to becoming Group Chief Executive, Noel was most recently CEO, Global Commercial Banking. He has also served as Regional Head of Commercial Banking for Asia-Pacific, Head of Commercial Banking UK, Head of Commercial Finance Europe, and Group Director of Strategy and Development at HSBC Insurance Services North America.

External appointments: Chair of the Financial Services Task Force of HRH The Prince of Wales' Sustainable Markets Initiative, Member of the Principals Group of the Glasgow Financial Alliance for Net Zero and Member of the World Economic Forum's International Business Council.

Reasons for re-election: Noel's comprehensive banking and financial services background provides the foundation for his role as Group Chief Executive. His knowledge and experience, as well as his proven track record with HSBC across leadership and strategic roles based in the UK and Asia, provides the platform for him to deliver the Group's strategy.

Ewen James Stevenson (55)

Group Chief Financial Officer

Appointed to the Board: January 2019

Skills and experience: Ewen has over 25 years of experience in the banking industry as an adviser and executive to major banks and large financial institutions. In addition to his existing leadership responsibilities for Group Finance, Ewen assumed responsibility for the oversight of the Group's transformation programme in February 2021 and the Group's corporate development activities in April 2021.

Career: Ewen was Chief Financial Officer at the Royal Bank of Scotland Group plc from 2014 to 2018. Before this, Ewen spent 25 years with Credit Suisse, where his last role was co-Head of the EMEA Investment Banking Division and co-Head of the Global Financial Institutions Group.

External appointments: Non-executive Director of The Hongkong and Shanghai Banking Corporation Limited.

Reasons for re-election: Ewen's comprehensive background within the banking and financial industry, including advisory and leadership roles, helps ensure strong financial management to achieve the Group's strategy.

Independent non-executive Directors

Rachel Duan (51) 

Independent non-executive Director

Appointed to the Board: September 2021

Committee Membership: Group Remuneration Committee and Nomination & Corporate Governance Committee

Skills and experience: Rachel is a business leader with exceptional international experience in the US, Japan, mainland China and Hong Kong.

Career: Rachel spent 24 years at General Electric ('GE'), most recently as Senior Vice President of GE, and President and Chief Executive Officer of GE's Global Markets, where she was responsible for driving GE's growth in Asia Pacific, the Middle East, Africa, Latin America, and Russia and the Commonwealth of Independent States. She has also previously served as President and Chief Executive Officer of GE Advanced Materials China and then of the Asia-Pacific, President and CEO of GE Healthcare China, and President and CEO of GE China.

External appointments: Independent Director of the Adecco Group, of AXA S.A. and of Sanofi S.A.

Reasons for election: Rachel brings invaluable input to the Board's discussions and decision-making through her extensive knowledge and experience of two of the Group's most strategically important markets - Hong Kong and mainland China.

Dame Carolyn Fairbairn (61)

Independent non-executive Director

Appointed to the Board: September 2021

Committee Membership: Group Remuneration Committee, Group Risk Committee and Nomination & Corporate Governance Committee

Skills and experience: Carolyn has significant experience across the media, government and finance sectors.

Career: An economist by training, Carolyn has served as a Partner at McKinsey & Company, Director-General of the Confederation of British Industry, and Group Development and Strategy Director at ITV plc. She has extensive board experience, having previously served as non-executive Director of Lloyds Banking Group plc, the Vitec Group plc and Capita plc. She has also served as a non-executive Director of the UK Competition and Markets Authority and the Financial Services Authority.

External appointments: Non-executive Director of BAE Systems plc.

Reasons for election: Carolyn has a deep understanding of the macroeconomic and political environment, particularly in the UK, from her time as the Director-General of the Confederation of British Industry. She also has extensive FTSE board experience in the UK, and has in-depth knowledge and experience of the governance and regulatory environment in which the Group operates.

 James Anthony Forese (59) 

Independent non-executive Director

Appointed to the Board: May 2020Committee Membership: Group Audit Committee, Group Remuneration Committee and Nomination & Corporate Governance Committee

Skills and experience: James has over 30 years of international business and management experience in the finance industry.

Career: James formerly served as President of Citigroup. He began his career in securities trading with Salomon Brothers, one of Citigroup's predecessor companies, in 1985. In addition to his most recent role as President, he was Chief Executive Officer of Citigroup's Institutional Clients Group. He has also been Chief Executive of its Securities and Banking division and head of its Global Markets business.

External appointments: Non-executive Chair of Global Bamboo Technologies and Trustee of Colby College. James is also the Chair of the Group's US subsidiary, HSBC North America Holdings Inc.

Reasons for re-election: James is an experienced executive with wide-ranging leadership experience within the banking industry. His experience of international business and management spans over three decades and, as a non-executive Director, he contributes to the Board through his deep experience of working in global markets, investment and private banking.

Steven Craig Guggenheimer (56)

Independent non-executive Director

Appointed to the Board: May 2020Committee Membership: Group Risk Committee and Nomination & Corporate Governance Committee

Skills and experience: Steven brings extensive insight into technologies ranging from artificial intelligence to Cloud computing, through his experience advising businesses on digital transformation.

Career: Steven has more than 25 years of experience at Microsoft, where he held a variety of senior leadership roles. These included Corporate Vice President, Artificial Intelligence and Independent Software Vendor Engagement; Corporate Vice President, Chief Evangelist; and Corporate Vice President, Original Equipment Manufacturer.

External appointments: Non-executive Director of Forrit Technologies Limited, Independent Director of Software Acquisition Group, Adviser to Tensility Venture Partners LLC and Advisory Board Member of 5G Open Innovation Lab.

Reasons for re-election: Steven's career spans a number of management and leadership roles within the technology sector. His valuable contribution to the Board arises from his experience in delivering cutting edge technology and the development of industry leading applications and services globally. He brings unique perspectives to the Board's deliberations.

Dr José Antonio Meade Kuribreña (53) 

Independent non-executive Director

Appointed to the Board: March 2019Committee Membership: Group Risk Committee, Group Remuneration Committee and Nomination & Corporate Governance Committee

Skills and experience: José has extensive experience in public administration, banking, financial policy and foreign affairs.

Career: José has held Cabinet-level positions in the federal government of Mexico, including as Secretary of Finance and Public Credit, Secretary of Social Development, Secretary of Foreign Affairs and Secretary of Energy. Prior to his appointment to the Cabinet, he served as Undersecretary and as Chief of Staff in the Ministry of Finance and Public Credit. José is also a former Director General of Banking and Savings at the Ministry of Finance and Public Credit, and served as Chief Executive Officer of the National Bank for Rural Credit.

External appointments: Board Member of The Global Center on Adaptation, non-executive Director of Alfa S.A.B. de C.V. and Grupo Comercial Chedraui, S.A.B. de C.V. Member of the Independent Task Force on Creative Climate Action and Member of the UNICEF Mexico Advisory Board.

Reasons for re-election: José has a wealth of experience in public administration, banking and financial policy. In addition to this, he has connectivity to the Mexican market and provides invaluable enhancement to the Board's knowledge and experience in this region.

 Eileen K Murray (64)

Independent non-executive Director

Appointed to the Board: July 2020Committee Membership: Group Risk Committee and Nomination & Corporate Governance Committee

Skills and experience: Eileen has extensive knowledge in financial technology and corporate strategy from a career spanning more than 40 years.

Career: Eileen most recently served as co-Chief Executive Officer of Bridgewater Associates, LP. Before this, she was Chief Executive Officer for Investment Risk Management LLC and President and co-Chief Executive Officer of Duff Capital Advisors. Eileen started her professional career at Morgan Stanley, having held positions including Controller, Treasurer, and Global Head of Technology and Operations, as well as Chief Operating Officer for its Institutional Securities Group. At Credit Suisse, she was Head of Global Technology, Operations and Product Control.

External appointments: Chair of the Financial Industry Regulatory Authority, non-executive Director of Guardian Life Insurance Company of America, and adviser of ConsenSys, Aquarion Company and of Invisible Urban Charging.

Reasons for re-election: Eileen has significant finance, technology and transformation experience in the banking sector. This experience, alongside a detailed understanding of regulatory requirements and comfort with a breadth of financial products, means that she is able to bring important insights to Board discussions.

David Thomas Nish (61)

Independent non-executive Director

Appointed to the Board: May 2016Senior Independent non-executive Director since: February 2020Committee Membership: Group Audit Committee (Chair), Group Risk Committee and Nomination & Corporate Governance Committee

Skills and experience: David has international experience in financial services, corporate governance, financial accounting, and strategic and operational transformation.

Career: David served as Group Chief Executive Officer of Standard Life plc between 2010 and 2015, having joined the company in 2006 as Group Finance Director. He is also a former Group Finance Director of Scottish Power plc and was a partner at Price Waterhouse. David has also previously served as a non-executive Director of HDFC Life (India), Northern Foods plc, London Stock Exchange Group plc, the UK Green Investment Bank plc and Zurich Insurance Group.

External appointments: Non-executive Director of Vodafone Group plc and Honorary Professor of Dundee University Business School.

Reasons for re-election: David is an experienced executive and non-executive Director, having held a number of board appointments across a variety of sectors, including insurance and asset management. He adds to the Board discussion through his experience in delivering significant performance improvements, delivering strategic change and in financial accounting. His extensive experience in stakeholder management and financial accounting means that he is well placed to act as our Senior Independent non-executive Director and to lead the Group Audit Committee.

Jackson Peter Tai (71)

Independent non-executive Director

Appointed to the Board:September 2016Committee Membership: Group Risk Committee (Chair), Group Audit Committee and Nomination & Corporate Governance Committee

Skills and experience: Jackson has held senior operating and governance roles across Asia, North America and Europe.

Career: Jackson was Vice Chairman and Chief Executive Officer of DBS Group and DBS Bank Ltd., having served as Chief Financial Officer and then as President and Chief Operating Officer. He worked for 25 years with J.P. Morgan & Co. Incorporated, holding roles as Chairman of Asia‑Pacific Management Committee and Head of Japan Capital Markets. Other former appointments included non-executive Director of Canada Pension Plan Investment Board, Royal Philips N.V., Bank of China Limited, Singapore Airlines, NYSE Euronext, ING Groep N.V., CapitaLand Ltd, SingTel Ltd. and Jones Lang LaSalle Inc. He also served as Vice Chairman of Islamic Bank of Asia.

External appointments: Non‑executive Director of Eli Lilly and Company and of MasterCard Incorporated.

Reasons for re-election: In addition to a distinguished career in investment banking, Jackson is an experienced director who has held a number of non-executive and committee chair roles on various international boards. He has deep expertise of operating within Asia. He provides the Board with valuable contribution as Chair of the Group Risk Committee as well as on financial and strategic matters.

Save as disclosed above and in Appendix 7 there are no further matters or particulars required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules").

HSBC Holdings plcNotice of the 2022 Annual General Meeting and Explanatory Notes

Notice is hereby given that the 2022 Annual General Meeting of HSBC Holdings plc will be held at the Queen Elizabeth Hall, Southbank Centre, Belvedere Road, London, SE1 8XX, United Kingdom on Friday, 29 April 2022 at 11.00am London time (6.00pm Hong Kong time) in accordance with the information set out on pages 16 to 20 and in Appendix 8 on page 29.

Resolutions numbered 1 to 8, 11, 14 and 16 will be proposed as ordinary resolutions and those numbered 9, 10, 12, 13, 15 and 17 to 19 will be proposed as special resolutions. For ordinary resolutions to be passed, more than half of the votes cast must be in favour of the resolution, while in the case of special resolutions to be passed, at least three-quarters of the votes must be cast in favour of the resolution.

The explanatory notes should be read in conjunction with the 2021 Annual Report & Accounts. This Notice of AGM, the 2021 Annual Report & Accounts and the 2021 Strategic Report are available at www.hsbc.com.

For the purpose of this Notice, the issued share capital (excluding treasury shares) of the Company on 10 March 2022, being the latest practicable date prior to the printing of this document, was 20,213,994,492 ordinary shares of US$0.50 each and carrying one vote each with total voting rights of 20,213,994,492.

The purpose of this resolution is for shareholders to receive and consider the Annual Accounts and the Reports of the Directors and of the Auditor for the year ended 31 December 2021.

The purpose of this resolution is to seek shareholder approval of the 2021 Directors' Remuneration Report for the year ended 31 December 2021 (other than the part containing the 2022 Directors' Remuneration Policy on pages 257 to 266 of the 2021 Annual Report & Accounts). The 2021 Directors' Remuneration Report is on pages 254 to 287 of the 2021 Annual Report & Accounts. The actual remuneration paid to Directors in 2021 was made within the boundaries of the 2019 Directors' Remuneration Policy which was approved by shareholders at the 2019 Annual General Meeting. The vote on the 2021 Directors' Remuneration Report is advisory in nature and cannot impact what is paid under the shareholder-approved 2019 Directors' Remuneration Policy.

The purpose of this resolution is to seek shareholder approval of the 2022 Directors' Remuneration Policy set out on pages 257 to 266 of the 2021 Directors' Remuneration Report in the 2021 Annual Report & Accounts. This 2022 Directors' Remuneration Policy is being presented as the term of our current 2019 Directors' Remuneration Policy for Directors comes to an end at the 2022 AGM.

The 2022 Directors' Remuneration Policy is based on the following key principles:

- the rationale and operation of the policy should be easy to understand and transparent;

- there should be a strong alignment between rewards and the interests of our stakeholders, including shareholders, customers and employees;

- the policy should maintain a focus on long-term performance;

- the total compensation package should be competitive to ensure we can retain and attract talent to deliver our strategic objectives; and

- the structure should meet the expectations of investors and our regulators.

The Group Remuneration Committee undertook a detailed review of the Group's remuneration policy during 2021 to assess whether it continues to be appropriate based on the size and complexity of its operations, investor feedback, best practice and market developments. The Committee has become increasingly concerned that, over time, the remuneration opportunity of our executive Directors has fallen behind desired levels to reflect their calibre and positioning against our international peers. This is supported by benchmarked data for comparable roles in organisations similar in size, geographical presence and with whom we compete for talent.

The Group Remuneration Committee also noted that the UK regulatory requirements restrict us from using a remuneration structure with a greater focus on variable pay for performance, which is typically used by our international peers.

The Group Remuneration Committee also noted the current policy and its implementation have received strong support from shareholders over the last few years. This was reaffirmed during engagement with shareholders on the new policy. Based on the review and taking into account the feedback received during the shareholder consultations, we are proposing to roll forward our current policy for shareholders' approval at the 2022 AGM.

The vote on the 2022 Directors' Remuneration Policy is by way of ordinary resolution. It is a binding vote, meaning that, if approved, payments to Directors may only be made if they are within the boundaries of the policy.

The policy sets out how the Company proposes to pay the Directors, including every element of remuneration to which a Director may be entitled, as well as how the policy supports the Company's long-term strategy and performance. It also includes details of the Company's approach to recruitment and payment for loss of office.

If the Company wishes to make changes to its remuneration policy, it has to put a new policy to shareholders for approval at a general meeting. Once approved, the Company will only be able to make remuneration payments to current and prospective Directors and payments for loss of office to current or past Directors within the boundaries of the new policy, unless the payment is approved by a separate shareholder resolution.

If approved by shareholders, the policy will apply for a three-year term from the conclusion of the AGM. We will keep the issues on appropriate positioning of our executive Directors' total remuneration opportunity under review throughout the duration of the policy.

Given the interests of the Directors in the remuneration policy, the Directors will not vote on this resolution.

Directors' biographies

Brief biographical details of each of the Directors standing for election and re-election are set out set out on pages 3 to 5.

Appointment

Appointments to the Board are made on merit and candidates are considered against objective criteria determined with reference to the Board's skills matrix, having due regard to the benefits of diversity in line with the Board's Diversity Policy. The Nomination & Corporate Governance Committee (the "Committee") leads the Board appointment process, agrees the criteria for any appointments and engages independent external search consultants, as required. At the conclusion of this process, the Committee nominates potential candidates for appointment to the Board. In the exercise of its responsibilities, the Committee regularly reviews the Board's structure, size and composition, including skills, knowledge, experience, independence and diversity.

Diversity

The biography of each Director located on pages 3 to 5 can be used to assess how each individual contributes to the diversity of the Board.

Independence

The Board has concluded that all of the non-executive Directors standing for election or re-election at the AGM are independent in character and judgement.

When considering independence, the Board calculates the length of service of a non-executive Director by reference to the date of his or her election by shareholders following his or her appointment. The Board has determined that there are no relationships or circumstances which are likely to affect the judgement of any of the non-executive Directors. Any relationships or circumstances which could appear to do so are not considered to be material. Each of the Directors standing for election or re-election has confirmed that they have no material relationship with another Director, a member of senior management or any substantial or controlling shareholder of the Company.

Election of new Directors

The following Directors were each appointed as a non-executive Director of the Company during the year and will offer themselves for election as non-executive Directors at this AGM:

- Rachel Duan (with effect from 1 September 2021); and

- Dame Carolyn Fairbairn (with effect from 1 September 2021).

Time commitment

The Board, both prior to a Director's appointment and when nominating a Director for election or re-election, enquires and obtains assurance, that each Director is, or will be, capable of contributing the time expected of them and time that may be unanticipated should additional demands be placed on them in relation to HSBC or in relation to their other commitments.

 The Board has carefully considered the other commitments held by the Directors and has applied the same standard of enquiry for each of them. Our focus is to determine the ability of each Director to commit sufficient time to fulfil their individual obligations, rather than a strict adherence to a numeric count of directorships. Where Directors hold other roles either outside of or elsewhere within the Group, or prior to accepting any additional roles, particular attention is paid to ensure that they are able to commit sufficient time to the Company.

Eileen Murray was unable to attend meetings in the last few months of 2021 due to personal health reasons, but was kept informed of Board and relevant Committee matters. She was fully briefed ahead of her return to regular meeting attendance in January 2022. Eileen continues to have sufficient time to dedicate to her role with HSBC.

Tenure

Non-executive Directors are appointed for an initial three-year term and, subject to re-election by shareholders at each AGM, are typically expected to serve two three-year terms. The Board may invite a Director to serve additional periods. Any term beyond six years is subject to a particularly rigorous review by the Committee, with any appointment beyond six years to be for one-year terms only.

The biographies on pages 3 to 5 set out the skills and experience which underpin the contribution each Director brings to the Board for the long term sustainable success of the Company. Based upon the review undertaken, the Board has satisfied itself that each of the Directors is fully able to discharge their duties to the Company and that they each have sufficient capacity to meet their commitments to the Company. The Board has therefore concluded that all of the Directors should offer themselves for election or re-election in accordance with the Group's regular practice. Irene Lee and Pauline van der Meer Mohr are retiring at the conclusion of the AGM and are not offering themselves for re-election.

* For further details of the roles and accountabilities of each of these Board Committees, see pages 237 to 287 of the 2021 Annual Report & Accounts.

** The table does not include Committee members retiring and not standing for re-election at the AGM.

*** The Group Remuneration Committee Chairman is currently Pauline van der Meer Mohr who is not standing for re-election at the AGM.

**** The Group Chairman serves as the Chairman of the Nomination & Corporate Governance Committee and receives no additional fee in respect of this position.

Non-executive Directors' fees

Subject to shareholder approval of the new 2022 Directors' Remuneration Policy under Resolution 3 at the 2022 Annual General Meeting, each non-executive Director will receive a fee of £127,000 per annum. The Senior Independent non-executive Director will receive a fee of £200,000 per annum in addition to his non-executive Director fee and the fees payable for the Chairmanship or membership of Board Committees. The non-executive Group Chairman will receive a fee of £1.5 million per annum.

The fees paid to non-executive Directors who are standing for election or re-election as members of Board Committees are set out in the table on page 7 (these Board Committees' fees and Board fees are pro-rated for part year service where relevant).

The Technology Governance Working Group is an informal committee of the Board, providing recommendations to enhance the Board's oversight of technology strategy, governance and emerging risks and enhance connectivity with the principal subsidiaries. The working group is jointly chaired by Eileen Murray and Steven Guggenheimer, using their industry expertise and experience. Its members include Group Risk Committee Chairman Jackson Tai and other non-executive Directors representing each of our US, UK, European and Asian principal subsidiaries. The total time commitment expected of the co-Chairs is up to 30 days, reflective of the complexity and profile of the subject matter. The Board has determined a fee of £60,000 for each of the co-Chairs. Members receive a fee of £30,000.

Following his appointment as Chairman of HSBC North America Holdings Inc during 2021, James Forese receives an annual fee of US$550,000. These fees were approved by the shareholder and authorised by the Board of HSBC North America Holdings Inc.

Non-executive Directors also receive a travel allowance of £4,000 per annum towards the additional time commitment required for travel. During periods when the Board is unable to travel, non-executive Directors will not receive this allowance.

Non-executive Directors' terms of appointment

Non-executive Directors do not have service agreements, but are bound by letters of appointment issued for and on behalf of the Company. Subject to their re-election by shareholders, the terms of appointment of the non-executive Directors will expire at the conclusion of the Annual General Meetings held in the following years: David Nish and Jackson Tai - 2023; Mark E Tucker, James Forese, Steven Guggenheimer and Eileen Murray - 2024; and Dr José Antonio Meade Kuribreña, Rachel Duan and Dame Carolyn Fairbairn - 2025.

Executive Directors' service contracts and remuneration

The executive Directors have rolling service contracts with a notice period of 12 months for either party. The dates of the service contracts are:

Noel Quinn 18 March 2020

Ewen Stevenson 1 December 2018

Under the terms of their employment, Noel Quinn and Ewen Stevenson each receive fixed pay consisting of base salary, cash in lieu of pension and fixed pay allowance and are eligible to receive discretionary variable pay awards.

From 1 March 2022, their base salaries increased by 3.5% per cent in line with base salary increase for Group employees to £1,336,000 and £779,000 per annum respectively. Noel Quinn and Ewen Stevenson receive cash in lieu of pension allowance at 10 per cent of base salary. Fixed pay allowances delivered in shares (net of shares sold to cover any income tax and social security) will be subject to a retention period. Shares will be released annually on a pro rata basis over five years starting from the March immediately following the end of the financial year in respect of which the shares are granted. The fixed pay allowance paid to Noel Quinn is £1,700,000 per annum and for Ewen Stevenson is £1,085,000 per annum.

Further details of the Directors' emoluments are set out in the 2021 Directors' Remuneration Report contained in the 2021 Annual Report & Accounts on pages 254 to 287.

The Directors at the date of this document are: Rachel Duan†, Carolyn Julie Fairbairn†, James Anthony Forese†, Steven Guggenheimer†, Irene Lee†, José Antonio Meade Kuribreña†, Eileen K Murray†, David Nish†, Noel Quinn, Ewen Stevenson, Jackson Tai†, Mark Tucker*, and Pauline van der Meer Mohr†.

* Non-executive Group Chairman

† Independent non-executive Director

To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid.

The current appointment of PricewaterhouseCoopers LLP ("PwC") as Auditor of the Company terminates at the conclusion of this year's AGM.

PwC has expressed its willingness to continue in office. The Group Audit Committee and the Board have recommended that PwC be re-appointed until the conclusion of the next general meeting of the Company at which accounts are laid.

The Directors may set the remuneration of the Auditor if authorised to do so by the shareholders. The Board have recommended that the Group Audit Committee be authorised to determine the remuneration of PwC. This Resolution seeks authority for the Group Audit Committee to set the remuneration of the Auditor for 2022. An analysis of the remuneration paid in respect of audit and non-audit services provided by our Auditor and their affiliates for each of the past three years is disclosed on page 337 in the 2021 Annual Report & Accounts.

The UK Companies Act 2006 (the "Act") requires companies to obtain shareholder authority for donations to registered political parties and other political organisations, totalling more than £5,000 in any 12 month period and for any political expenditure, subject to limited exceptions.

In accordance with Group policy, HSBC does not make any political donations or incur political expenditure within the ordinary meaning of those words. We have no intention of altering this policy. However, the definitions of political donations, political parties, political organisations and political expenditure used in the Act are very wide. As a result, they may cover routine activities that form part of the normal business activities of the Group and are an accepted part of engaging with stakeholders to ensure that issues and concerns which affect the Group's operations are considered and addressed, but which would not be considered as political donations or political expenditure in the ordinary sense of those words. Activities including contributions to or support for bodies such as those concerned with policy review and law reform or with the representation of the business community or sections of it may be deemed to be political donations or expenditure as defined by the Act. The activities referred to above are not designed to influence public support for any political party or political outcome. The authority is being sought on a precautionary basis only to ensure that neither the Company nor any of its subsidiaries inadvertently breaches the Act. Resolution 7 proposes a cap of £200,000 per category of political donation or expenditure subject to an aggregate overall cap of £200,000 per annum for all such political donations and expenditure.

If Resolution 7 is passed, this authority will be effective until the conclusion of the 2023 Annual General Meeting or the close of business on 30 June 2023, whichever is the earlier.

This year, the Directors are again seeking authority under section 551 of the Act to allot shares up to an aggregate total nominal amount of two-thirds of the Company's issued ordinary share capital subject to the restrictions set out below. The authority given to the Directors at the 2021 Annual General Meeting will expire at the conclusion of the 2022 AGM. Resolution 8 will give the Directors authority to allot new ordinary shares (or rights to ordinary shares) of up to an aggregate nominal amount of US$6,737,998,164, representing two-thirds of the Company's issued ordinary share capital. However, that authority is limited as follows:

(a) under paragraph (a) of Resolution 8, up to an aggregate nominal amount of US$2,021,399,449, representing approximately 20 per cent of the Company's issued ordinary share capital, may be used for general allotments;

(b) under paragraph (b) of Resolution 8, the Directors would have authority to make allotments which exceed the 20 per cent authority in paragraph (a) of Resolution 8 in connection with a pre-emptive offering such as a rights issue, open offer or a scrip dividend up to an aggregate nominal amount, when combined with allotments made under paragraph (a), of US$3,368,999,082. This represents approximately one-third of the issued ordinary share capital of the Company; and

(c) under paragraph (c) of Resolution 8, the Directors would have authority to allot up to an aggregate nominal amount of US$6,737,998,164 in connection with a rights issue only. This represents approximately two-thirds of the Company's issued ordinary share capital. Any allotments or grants under paragraphs (a) or (b) of Resolution 8 will reduce the level of this two-thirds authority.

In Resolution 8 paragraph (d), the Board is again seeking authority to issue sterling, US dollar and euro preference shares without having first to obtain the consent of shareholders at a general meeting. These preference shares were created to underpin issues of preferred securities, which are a tax efficient form of regulatory capital. If approved by shareholders, this authority will give Directors the flexibility to raise regulatory capital should circumstances so require. If any preference shares were to be issued they would, subject to regulatory approval, be redeemable at the Company's option and carry no voting rights other than in exceptional circumstances, but would rank in priority to the Company's ordinary shares with respect to participation in any return of capital.

Other than pursuant to the Company's employee share plans, the Board has no present intention of issuing any further shares pursuant to the authority in Resolution 8.

If granted, this authority will be effective until the conclusion of the 2023 Annual General Meeting or the close of business on 30 June 2023, whichever is the earlier.

As at 10 March 2022, being the latest practicable date prior to printing of this document, the Company held 325,273,407 of its ordinary shares in treasury, representing 1.58 per cent of the issued ordinary share capital (including treasury shares) and 1.61 per cent of the issued ordinary share capital (excluding treasury shares).

Resolution 9 is to approve the disapplication of statutory pre-emption rights under the Act in respect of certain allotments of shares made under the authorities in Resolution 8. If the Directors wish to exercise the authority under Resolution 8 and offer shares (or sell any shares which the Company may purchase or elect to hold as treasury shares) for cash, the Act requires that unless shareholders have given specific authority for the disapplication of their statutory pre-emption rights, the new shares must be offered first to existing shareholders in proportion to their existing shareholdings. Resolution 9 seeks to give the Directors flexibility, in certain circumstances, to allot new shares (or to grant rights over shares) for cash or to sell treasury shares for cash without first offering them to existing shareholders in proportion to their holdings.

Resolution 9 also seeks to give the Directors additional flexibility in the context of pre-emptive offerings such as a rights issue, open offer, or scrip dividend, to deal with legal or practical difficulties in countries outside the UK which prevent the offer being made on a purely pro rata basis. It also seeks a disapplication of pre-emption rights in respect of allotments or sales of treasury shares for cash up to an aggregate nominal amount of US$505,349,862, representing a further five per cent of the Company's issued ordinary share capital. This is designed to reflect the guidelines contained in the Pre-Emption Group's Statement of Principles on Disapplying Pre-Emption Rights, which impose a five per cent limit for non-pre-emptive allotments for cash, excluding certain allotments such as those under employee share plans.

Other than allotments under employee share plans, the Board has no present intention of issuing any further ordinary shares pursuant to the authority in Resolution 9. No issue will be made which would effectively change the control of the Company or the nature of its business without the prior approval of shareholders at a general meeting.

If granted, the authority sought in Resolution 9 will be effective until the conclusion of the 2023 Annual General Meeting or the close of business on 30 June 2023, whichever is the earlier.

In addition, the Company is seeking authority under Resolutions 14 and 15 to allot shares or rights to subscribe for shares in connection with the issue of Contingent Convertible Securities ("CCSs"), and to disapply statutory pre-emption rights in respect of such allotment, in each case up to an amount equivalent to approximately 20 per cent of the Company's issued ordinary share capital. Assuming Resolutions 14 and 15 are passed, the authority sought under Resolutions 8, 9 and 10 would not be utilised for the purpose of the issuance of CCSs. The Company confirms that it does not intend to issue more than 7.5 per cent of its issued ordinary share capital (excluding treasury shares) in any rolling three-year period, without prior consultation with shareholders, save as permitted in connection with an acquisition or specified capital investment as described in the notes to Resolution 10. However, if passed, Resolutions 14 and 15 would permit this level to be exceeded in connection with the issue of CCSs or the conversion or exchange of CCSs.

Unless otherwise stated, references in these Explanatory Notes to the issued ordinary share capital, and to percentages or fractions of the issued ordinary share capital, are to the issued ordinary share capital of the Company (calculated exclusive of treasury shares) as at 10 March 2022, being the latest practicable date prior to printing this document.

Resolution 10 is also to approve the disapplication of statutory pre-emption rights under the Act in respect of certain allotments of shares made under the authorities in Resolution 8.

Resolution 10 is proposed as a separate resolution to Resolution 9, in accordance with a recommendation of the Pre-Emption Group and the guidelines on share capital management issued by the UK's Investment Association (the "IA Guidelines"), to authorise the Directors to allot an additional quantity of shares (or sell treasury shares) for cash otherwise than to existing shareholders pro rata to their holdings up to an aggregate nominal amount of US$505,349,862, representing a further five per cent of the Company's issued share capital. The additional authority in this Resolution 10 may be used only in connection with the financing (or refinancing) of an acquisition or specified capital investment.

In accordance with the Pre-Emption Group's Statement of Principles, the Directors confirm that they intend to use the authority sought in Resolution 10 only in connection with such an acquisition or specified capital investment which is announced contemporaneously with the issue, or which has taken place in the preceding six month period and is disclosed in the announcement of the issue, and will provide shareholders with information regarding the transaction if the authority is used.

Other than allotments under employee share plans, the Board has no present intention of issuing any further ordinary shares pursuant to the authority in Resolution 10. No issue will be made which would effectively change the control of the Company or the nature of its business without the prior approval of shareholders at a general meeting.

If granted, the authority sought in Resolution 10 will be effective until the conclusion of the 2023 Annual General Meeting or the close of business on 30 June 2023, whichever is the earlier.

Resolution 11 seeks to extend the Directors' authority to allot shares and grant rights to subscribe for or convert any security into shares pursuant to paragraph (a) of Resolution 8 to include the shares repurchased by the Company under the authority sought by Resolutions 12 and 13. This is permitted by the Hong Kong Listing Rules.

The purpose of the authority to be conferred by this resolution is to enable the Company to make market purchases of its own shares. The maximum and minimum prices at which they may be bought, exclusive of expenses, are specified in the resolution.

These notes should be read together with the notes to Resolution 13 which relate to the ability of the Company to make off-market purchases (within the meaning of section 693(2) of the Act) of its own shares.

The Directors consider that it is appropriate to seek authority for the Company to make purchases under Resolutions 12 and 13 which together represent up to 10 per cent of its own Ordinary Shares. Any repurchases under the authority in Resolution 13 will reduce the available authority under this Resolution 12 and vice versa. The Company will consider share buy-backs in periods where we have an excess capital position absent compelling investment opportunities to deploy that excess. It remains the Directors' policy to maintain a strong capital base, a policy which has consistently been one of the Group's strengths. As the Group executes its strategy, the appropriate level of capital to be held will be continually reviewed. Having these authorities will give Directors the flexibility, if they consider it in the interests of the Company and shareholders, to purchase Ordinary Shares in appropriate circumstances, for example, in the event that the Company is unable to deploy the retained capital to create incremental value for shareholders, subject to regulatory approval. The Company may decide to retain any shares it purchases as treasury shares with a view to a possible re-issue at a later date, transfer in connection with an employee scheme, or it may cancel the shares. The current intention is that all shares repurchased pursuant to Resolution 12 will be cancelled.

On 26 October 2021, the Company commenced a share buy-back to purchase its Ordinary Shares up to a maximum consideration of U$2bn. This programme will end no later than 20 April 2022. Ordinary Shares repurchased to date pursuant to this programme have been cancelled. In addition, the Company announced on 22 February 2022 the intention to initiate a further buy-back of up to US$1bn, to commence after the existing buy-back has concluded.

Under section 693 of the Act, the Company is only permitted to make market purchases of its Ordinary Shares on a recognised investment exchange. Of the venues where the Company's Ordinary Shares are listed, only the London Stock Exchange is currently designated as a recognised investment exchange.

If Resolution 12 is passed, the authority will be effective until the conclusion of the 2023 Annual General Meeting or the close of business on 30 June 2023, whichever is earlier.

Notes which apply to Resolutions 12 and 13

The Act permits the Company to elect to hold in treasury any Ordinary Shares it may repurchase, rather than automatically cancelling those shares. Approval has been received from the relevant regulatory authorities in Hong Kong to enable the Company to hold repurchased shares in treasury. The conditional waiver granted by The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") on 19 December 2005 was granted on the basis of certain agreed modifications to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules") applicable to the Company. Details of the modifications are available at www.hsbc.com and the Hong Kong Stock Exchange's HKEX news website at www.hkexnews.hk. Copies of the modifications are also available from the Group Company Secretary and Chief Governance Officer, HSBC Holdings plc, 8 Canada Square, London E14 5HQ, United Kingdom and the Corporation Secretary and Regional Company Secretary Asia-Pacific, The Hongkong and Shanghai Banking Corporation Limited, 1 Queen's Road Central, Hong Kong SAR.

Further details regarding the proposed authority to be given to the Company to purchase its own shares and the waiver granted by the Hong Kong Stock Exchange are set out in Appendix 2.

The total number of options to subscribe for Ordinary Shares outstanding on 10 March 2022, being the latest practicable date prior to printing of this document, was 119,898,415 which represented 0.59 per cent of the issued ordinary share capital (excluding treasury shares) as at that date. If the Company were to purchase the maximum number of Ordinary Shares permitted by this Resolution 12 and Resolution 13, the options outstanding on 10 March 2022 would represent 0.66 per cent of the issued ordinary share capital (excluding treasury shares) as at 10 March 2022.

As mentioned in the notes to Resolution 12, market purchases of a company's own shares may only be made on a recognised investment exchange. The Hong Kong Stock Exchange is not currently a recognised investment exchange. Therefore, in order to undertake share buybacks on the Hong Kong Stock Exchange as well as in the UK, the Company needs to comply with specific procedures under the Act for "off market" purchases of shares. The Hong Kong Buybacks (as defined below) will be an "On-market share buy-back" under the Hong Kong Listing Rules and the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs and will comply with the requirements of Rule 10.06 of the Hong Kong Listing Rules (save to extent set out below).

In order for the Company to carry out repurchases on the Hong Kong Stock Exchange ("Hong Kong Buybacks") within the legal framework of the Act, the Company proposes to approve a form of repurchase contract (the "Contract") and the appointment of Merrill Lynch International and/or Morgan Stanley & Co. International plc (each a "Broker") under one or more Contracts which will provide that:

(a) the Broker will buy Ordinary Shares on the Hong Kong Stock Exchange on a principal basis; and

(b) the Broker will be contractually bound to on-sell all of the Ordinary Shares bought on the Hong Kong Stock Exchange to the Company at the same price at which the Broker purchased the Ordinary Shares.

The intention is for the Company to be able to carry out share buybacks in the UK and Hong Kong. Any such buybacks could be carried out in the UK and Hong Kong in parallel or separately. Previously, the Company has only carried out buybacks in the UK pursuant to the equivalent of the on-market repurchase authority in Resolution 12.

Under any Contract, the relevant Broker will be appointed on an irrevocable, non-discretionary basis for a specified period to buy Ordinary Shares within certain parameters set out in the Schedule to the Contract. Subject to these parameters, decisions on when to buy or how much to pay for the Ordinary Shares will be made by the Broker independently of the Company.

The appointment of the Broker to manage the buyback programme and take decisions independently of the Company is to ensure that the share buyback fits within the parameters of the safe harbour in article 4 of the regulatory technical standards contained in Commission Delegated Regulation EU 2016/1052 as it applies in the UK (the "UK Buyback Safe Harbour"). The arrangements include the Broker taking the decision to buy the shares (with information barriers in place to ensure that the team at the Broker making the purchases does not have access to inside information or unpublished financial information of the Company) and the Company being under a pre-existing obligation to purchase whatever shares the Broker buys at the same price. This allows the buyback to continue during the Company's closed periods prior to the announcement of its financial results and during periods when it has inside information. However, the Company would only enter into the Contract when it was outside a closed period and at a time when it was not in possession of inside information. As well as to fit within the parameters of the UK Buyback Safe Harbour (and equivalent safe harbours under the rules in the United States), this structure also ensures compliance with the Rule 10.06(2)(e) Waiver (as defined below) granted by the Hong Kong Stock Exchange which is described in further detail below.

The buying parameters set out in the Schedule to the Contract place certain restrictions on the price that the Broker may pay and the volume and speed with which it can make purchases. These restrictions are in place to comply with the UK Buyback Safe Harbour, equivalent safe harbours under the rules in the United States, the limits in Resolutions 12 and 13, the UK Listing Rules and Hong Kong Listing Rules. These include restrictions to ensure that purchases on any day do not exceed 25% of the average daily trading volume for that venue, that the price paid on any venue is not higher than the last independent trade and the highest current independent bid on that venue, and that no purchases will be made as the opening transaction on a venue or in the last 10 minutes before the scheduled close of the primary trading session on that venue.

These arrangements are the same as those adopted by the Company for its previous on-market buybacks in the UK.

On 31 December 2021, the Hong Kong Stock Exchange granted to the Company a waiver from strict compliance with Rule 10.06(2)(e) of the Hong Kong Listing Rules to enable it to conduct the Hong Kong Buybacks during the Company's closed periods and when it is in possession of inside information provided that the Broker is appointed on an irrevocable non-discretionary basis during these periods ("Rule 10.06(2)(e) Waiver") and that the Hong Kong Buy-Back is subject to the purchase restrictions summarised above.

Approval of the form of the Contract and counterparties is not an approval of a specific share buyback activity or the amount or timing of any repurchase activity. Ordinary Shares will be repurchased by the Company in accordance with a specific share buyback activity or share buyback programme if it is approved by the Board. There can be no assurance as to whether a Hong Kong Buyback will be used to repurchase any of the Ordinary Shares or, if a Hong Kong Buyback is used, the amount of any such buyback or the prices at which such buyback may be made. However, the maximum and minimum prices at which any buyback may be made, exclusive of expenses, are specified in the resolution.

As mentioned in the notes to Resolution 12, the Company will consider share buy-backs in periods where we have an excess capital position absent compelling investment opportunities to deploy that excess. It remains the Directors' policy to maintain a strong capital base, a policy which has consistently been one of the Group's strengths. As the Group executes its strategy, the appropriate level of capital to be held will be continually reviewed. Having these authorities will give Directors the flexibility, if they consider it in the interests of the Company and shareholders, to purchase Ordinary Shares in appropriate circumstances, for example, in the event that the Company is unable to deploy the retained capital to create incremental value for shareholders, subject to regulatory approval. The Contract provides for any share repurchased under the Contract to be cancelled.

The Directors consider that it is appropriate to seek authority for the Company to make purchases under Resolutions 12 and 13 which together represent up to 10 per cent of its own Ordinary Shares.

The Directors' intention is only to use the authority under this resolution to carry out Hong Kong Buybacks. If the Directors decided to exercise the authority given to them under this resolution, it may be exercised in conjunction with any repurchases under Resolution 12 or separately. Any repurchases under the authority in Resolution 12 will reduce the available authority under this Resolution 13 and vice versa.

The disclosures contained in the notes to Resolution 12 under the heading "Notes which apply to Resolutions 12 and 13" apply equally to this Resolution.

Copies of the Contract and the list of proposed counterparties to such Contract will be made available for shareholders to inspect at the Company's registered office at 8 Canada Square, London E14 5HQ, United Kingdom from 25 March 2022 until the date of the AGM. Copies of the Contract and the list of repurchase counterparties will also be available for inspection at the AGM.

If Resolution 13 is passed, the authority will be effective and the Company may repurchase shares pursuant to the form of Contract with the relevant counterparties until the conclusion of the 2023 Annual General Meeting or the close of business on 30 June 2023, whichever is earlier.

Resolution 14 is to give the Directors the authority to allot shares and grant rights to subscribe for, or to convert, any security into ordinary shares in the Company up to an aggregate nominal amount of US$2,021,399,449 equivalent to approximately 20 per cent of the ordinary shares in issue on 10 March 2022, being the latest practicable date prior to printing this document. This authority relates to the issue of CCSs.

This should be read together with the notes to Resolution 15 which relate to the ability of the Company to allot CCSs, or shares issued upon conversion or exchange of CCSs, without the need to first offer them to existing shareholders.

CCSs are debt securities which benefit from a specific regulatory capital treatment under European Union and United Kingdom legislation. They are treated as Additional Tier 1 Capital and, as a banking group, HSBC is able to hold a certain amount of its Tier 1 Capital in the form of Additional Tier 1 Capital. The CCSs will be converted or exchanged into ordinary shares if a defined trigger event occurs (which currently is the HSBC Group's Common Equity Tier 1 Capital ratio falling below 7 per cent). Issuing CCSs gives the Company greater flexibility to manage its capital in the most efficient and economic way for the benefit of the shareholders. Please see Appendix 1 for more information on CCSs.

This authority is in addition to the authority proposed in Resolutions 8, 9 and 10, which contain the general authority sought on an annual basis in line with IA Guidelines and the Hong Kong Listing Rules.

If Resolutions 14 and 15 are passed, the Company will only issue CCSs pursuant to the authority granted under these resolutions and not under the authority granted under Resolutions 8, 9 and 10. Although the authority in Resolutions 14 and 15 is not contemplated by the IA Guidelines, it has previously been discussed with the Investment Association with no-objection.

The authorities in Resolutions 14 and 15 will be utilised as considered desirable to comply with or maintain compliance with the regulatory capital requirements arising in connection with the relevant European Union and United Kingdom legislation and the prudential regulatory requirements imposed by the Prudential Regulation Authority ("PRA") and only for those purposes. The Company will not utilise the authority in Resolutions 14 and 15 to issue new securities for any other purposes. However, pursuant to the authority under Resolutions 14 and 15, the Company may issue additional securities in order to manage the redemption of outstanding CCSs.

The authority in Resolution 14 would be effective until the conclusion of the Company's 2023 Annual General Meeting or the close of business on 30 June 2023, whichever is the earlier. The Directors expect to seek similar authorities on an annual basis.

The effect of Resolution 15 is to give the Directors' authority to allot CCSs, or shares issued upon conversion or exchange of CCSs, without the need to first offer them to existing shareholders. If passed, Resolution 15 will authorise the Directors to allot shares and grant rights to subscribe for, or to convert any security into, shares in the Company (or to sell treasury shares held by the Company following any purchase of its own shares) on a non-pre-emptive basis up to an aggregate nominal amount of US$2,021,399,449, representing approximately 20 per cent of the ordinary shares in issue on 10 March 2022 such authority to be exercised in connection with the issue of CCSs.

As at 10 March 2022, being the latest practicable date prior to printing of this document, the Company held 325,273,407 of its ordinary shares in treasury, representing 1.58 per cent of the issued ordinary share capital (including treasury shares) and 1.61 per cent of the issued ordinary share capital (excluding treasury shares).

As mentioned in the notes to Resolution 14, the authorities in Resolutions 14 and 15 will be utilised as considered desirable to comply with or maintain compliance with the regulatory capital requirements arising in connection with the relevant European Union and United Kingdom legislation and the prudential regulatory requirements imposed by the PRA and only for those purposes. The Company will not utilise the authority in Resolutions 14 and 15 to issue new securities for any other purposes. However, pursuant to the authority under Resolutions 14 and 15, the Company may issue additional securities in order to manage the redemption of outstanding CCSs.

The authority in Resolution 15 would be effective until the conclusion of the Company's 2023 Annual General Meeting or the close of business on 30 June 2023, whichever is the earlier. The Directors expect to seek similar authorities on an annual basis.

As announced on 23 February 2021, HSBC decided to discontinue its scrip dividend alternative and pay dividends entirely in cash. However, the Directors wish to retain the flexibility to reintroduce the scrip dividend alternative in future if the Directors consider it appropriate or desirable to do so.

The authority for the Directors to offer a scrip dividend alternative, whereby shareholders may elect to receive ordinary shares instead of dividends in cash was last renewed at the 2019 AGM. Under the IA Guidelines, shareholder approval to renew the authority for the Directors to offer a scrip dividend alternative may be sought for up to three years.

Resolution 16 gives the Directors authority to offer a scrip dividend alternative for a further three years expiring on the conclusion of the AGM in 2025 to satisfy elections for scrip dividends with ordinary shares (whether new ordinary shares credited as fully paid or treasury shares). Unless circumstances change, we would expect to seek an extension of this authority at the AGM of the Company to be held in 2025.

Resolution 17(a) proposes the adoption of new Articles of Association of the Company (the "New Articles") in place of the Company's current Articles of Association which were adopted at the 2018 AGM (the "Current Articles") with effect from the conclusion of the meeting. The changes being introduced in the New Articles are summarised in Appendix 3 on pages 24 and 25 and are primarily to reflect developments in market practice since the Current Articles were last amended and to provide clarification and additional flexibility where necessary or appropriate.

Subject to Resolution 17(a) being passed, Resolution 17(b), which will be proposed as a separate special resolution, proposes the inclusion of a new Article 171 as set out in Appendix 4 on page 25. This Article makes it clear that certain claims involving the Company, its subsidiaries and/ or its or their current or former directors, officers and employees should be determined in the English or Hong Kong courts. Further details can be found in Appendix 3 on page 25 under the heading "Dispute resolution". If Resolution 17(a) is passed but Resolution 17(b) is not passed, then Article 171 will not be included in the New Articles.

The Act provides that the minimum notice period for general meetings of the Company is 21 days unless shareholders approve a shorter notice period. The passing of this resolution would enable the Company to call general meetings (other than annual general meetings) on a minimum of 14 clear days' notice. This shorter notice period of between 14 and 20 days would not be used as a matter of routine, but only when the Directors determine that calling a meeting on less than 21 days' notice is merited by the business of the meeting and consider it to be to the advantage of shareholders as a whole. The approval would be effective until the conclusion of the Company's 2023 Annual General Meeting or the close of business on 30 June 2023, whichever is the earlier, when it is intended that a similar resolution will be proposed.

Resolution 19 is a special resolution that has not been proposed by your Board but has been requisitioned by a group of shareholders for the Midland Clawback Campaign. Resolution 19 has been supplied to HSBC by a representative of the shareholder group proposing Resolution 19 and it should be read together with their explanatory statement in support of the proposed resolution set out in Appendix 5 on page 26.

Your Board's response, which sets out why the Directors unanimously recommend that you vote AGAINST Resolution 19, is provided in Appendix 6 on pages 26 to 28. Your Board considers that Resolution 19 is not in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote AGAINST Resolution 19.

By order of the Board

Aileen Taylor

Group Company Secretary and Chief Governance Officer

25 March 2022

HSBC Holdings plc

Incorporated in England with limited liability.Registered in England: number 617987Registered Office and Group Head Office:

8 Canada Square, London E14 5HQ, United Kingdom

* Ordinary Resolution

# Special Resolution

Information about the 2022 Annual General Meeting

Venue

The AGM will be held at the Queen Elizabeth Hall, Southbank Centre, Belvedere Road, London, SE1 8XX and can easily be reached by public transport. A location map is below.

Shareholders should check the latest UK Government guidelines on Covid-19 restrictions at the time of the AGM. Shareholders should also monitor the Company's website at www.hsbc.com/agm, as well as our stock exchange announcements, for the latest information on any restrictions or additional procedures that will be in place at the AGM or any changes to the current arrangements.

Shareholders wishing to attend the AGM electronically should follow the instructions set out on pages 19 to 20 and in Appendix 8.

Access

The Queen Elizabeth Hall is accessible by wheelchair. The auditorium is fitted with an induction loop.

To help us ensure that the AGM is fully accessible to all shareholders, please contact Corporate Governance & Secretariat at shareholderquestions@hsbc.com if you have any particular access requirements or other needs.

Security

Security checks will be carried out on entry to the AGM. Shareholders are reminded that cameras and recording equipment will not be allowed and all mobile telephones must be switched off or set to silent. Shareholders are encouraged to leave coats and bags in the cloakroom provided.

To ensure optimum security within the auditorium, please note that you will be provided with a wristband once you have been through the security checks at the venue. You must show your wristband to gain entry to the AGM.

Entitlement to attend and vote

Pursuant to the Uncertificated Securities Regulations 2001 (as amended), changes to entries on the principal register of members of the Company maintained in England (the "Principal Register") or either the Hong Kong or Bermuda Overseas Branch Registers of the Company (the "Branch Registers"), as appropriate, after 12.01am London time (7.01am Hong Kong time) on Thursday, 28 April 2022 or 12.01am London time (7.01am Hong Kong time) on the day immediately before the day of any adjourned meeting (as the case may be) shall be disregarded in determining the rights of a shareholder to attend or vote at the AGM or any adjourned meeting (as the case may be). Accordingly, a shareholder entered on the Principal Register or the Branch Registers at 12.01am London time (7.01am Hong Kong time) on Thursday, 28 April 2022 or 12.01am London time (7.01am Hong Kong time) on the day immediately before the day of any adjourned meeting (as the case may be) shall be entitled to attend and vote at the AGM or any adjourned meeting (as the case may be) in respect of the number of such shares entered against the shareholder's name at that time.

Voting

Voting at the AGM will be conducted by way of a poll. This means that each shareholder present or represented (in person or electronically) will be able to exercise one vote for each share held. In the case of joint registered holders of any share, the vote of the senior who tenders a vote, whether in person, electronically or by proxy, shall be accepted to the exclusion of the votes of the other joint holder(s). For this purpose, seniority shall be determined by the order in which the names of the holders stand in the Principal Register or the Branch Registers of the Company, as appropriate.

Shareholders will be able to vote by either submitting a proxy in advance of the AGM or by voting on the day of the AGM either in person at the meeting or via the Lumi website following the instructions set out on pages 19 to 20 and in Appendix 8 for those shareholders attending the AGM electronically.

Shareholders are strongly encouraged to appoint the Chairman of the AGM as their proxy, even if they intend to attend the AGM in person or electronically. This is to ensure that your vote is counted if you are unable to attend on the day of the AGM.

The completion and submission of a form of proxy will not preclude you from attending and voting in person or electronically at the AGM. Information on how to appoint a proxy is set out below.

Shareholders who attend the AGM electronically will be able to vote on all the resolutions put to the AGM. Instructions on how shareholders can exercise their votes whilst attending the AGM electronically are set out below.

Following the conclusion of the AGM, voting results will be published on the Company's website at www.hsbc.com/agm.

Appointing a proxy

Shareholders are strongly encouraged to vote on the resolutions in advance of the AGM by completing a proxy form appointing the Chairman of the AGM as your proxy. You may appoint the Chairman of the AGM or a person of your choice to be your proxy to attend, speak and vote on your behalf. A proxy need not be a member of the Company. You may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by you. If you require additional forms of proxy, you may photocopy the original form of proxy enclosed or ask our registrar to send you additional forms (see "How to submit your form of proxy" below for the registrar's address).

As explained above under "Voting", shareholders are strongly encouraged to appoint the Chairman of the AGM as their proxy, even if they intend to attend the AGM in person or electronically. This is to ensure that your vote is counted if you are unable to attend on the day.

If you appoint a proxy, other than the Chairman of the AGM, and they wish to attend the meeting electronically, they will need to contact the Company's registrar before 11.00am London time (6.00pm Hong Kong time) on Wednesday, 27 April 2022 to arrange for the necessary details to be sent to them. See further details set out on pages 19 to 20.

A form of proxy is enclosed with this document or may be accessed at www.hsbc.com/proxy.

How to submit your form of proxy

The form of proxy must be received by 11.00am London time (6.00pm Hong Kong time) on Wednesday, 27 April 2022, or not less than 48 hours before the time of the holding of any adjourned meeting.

You may submit your form of proxy electronically at www.hsbc.com/proxy by entering your Shareholder Reference Number and the Personal Identification Number which is either printed on your form of proxy or which has been sent to you by email if you have registered an email address to receive electronic communications.

Alternatively, you may send your completed form of proxy to:

- Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZY, United Kingdom;

- Computershare Hong Kong Investor Services Limited, Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong SAR; or

- Investor Relations Team, HSBC Bank Bermuda Limited, 37 Front Street, Hamilton HM 11, Bermuda.

For shares held through CREST, proxy appointments may be submitted via the CREST proxy voting system (see section on "CREST" set out below).

In order to be valid, the completed form of proxy (together with any power of attorney or other authority under which it is signed, or a copy of such authority certified notarially or in some other way approved by the Board) must be deposited by 11.00am London time (6.00pm Hong Kong time) on Wednesday, 27 April 2022, or not less than 48 hours before the time of the holding of any adjourned meeting, at the offices of the Company's registrar (see above for the registrar's address). Any power of attorney or other authority relating to an appointment of a proxy cannot be submitted electronically and must be deposited as referred to above for the appointment to be valid.

CREST

CREST members who wish to appoint a proxy or proxies by using the CREST electronic proxy appointment service may do so for the AGM or any adjourned meeting by following the procedures described in the CREST manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International Limited's specifications and must contain the information required for such instructions, as described in the CREST manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RA50) by 11.00am London time (6.00pm Hong Kong time) on Wednesday, 27 April 2022, or not less than 48 hours before the time of the holding of any adjourned meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointees through other means.

CREST members, and, where applicable, their CREST sponsor or voting service providers should note that Euroclear UK & International Limited does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST manual concerning practical limitations of the CREST system and timings.

Pursuant to Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended) the Company may treat as invalid a CREST Proxy Instruction if the Company has actual notice that:

- information in the instruction is incorrect;

- the person expressed to have sent the instruction did not in fact send it; or

- the person sending the instruction on behalf of the relevant shareholder did not have the authority to do so.

Nominated persons

The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person who has been nominated to receive communications from the Company in accordance with section 146 of the UK Companies Act 2006 (the "Act") ("nominated persons"). Nominated persons may have a right under an agreement with the registered shareholder who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy for the AGM. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights at the AGM.

The main point of contact for nominated persons remains the registered shareholder (for example the stockbroker, investment manager, custodian or other person who manages the investment). Any changes or queries relating to nominated persons' personal details and holdings (including any administration thereof) must continue to be directed to the registered shareholder and not the Company's registrar. The only exception is where the Company, in exercising one of its powers under the Act, writes to nominated persons directly for a response.

Corporate representatives

Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a shareholder provided that, if it is appointing more than one corporate representative, it does not do so in relation to the same share or shares. If a corporate representative wishes to attend the AGM in person, any such representative should bring to the meeting written evidence of their appointment, such as a certified copy of a board resolution of, or a letter from, the corporation concerned confirming the appointment.

If you appoint a corporate representative and they wish to attend the meeting electronically, they will need to contact the Company's registrar before 11.00am London time (6.00pm Hong Kong time) on Wednesday, 27 April 2022 to arrange for the necessary details to be sent to them. See further details set out on pages 19 to 20.

Proxymity

If you are an institutional investor on the Principal Register in the UK you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Company's registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 11:00am London time (6.00pm Hong Kong time) on Wednesday, 27 April 2022 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Shareholders' power to require circulation of resolutions

Under section 338 and section 338A of the Act, shareholders meeting the threshold requirements in those sections have the right to require the Company (i) to give to shareholders of the Company entitled to receive notice of the AGM, notice of a resolution which may properly be moved and is intended to be moved at the AGM and/or (ii) to include in the business to be dealt with at the AGM any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business of the AGM unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business of the AGM, must be authorised by the person or persons making it, must be received by the Company not later than six weeks before the AGM, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request. Shareholders may send enquiries to the Board in writing to the Group Company Secretary and Chief Governance Officer, HSBC Holdings plc, 8 Canada Square, London E14 5HQ, United Kingdom or by sending an email to shareholderquestions@hsbc.com.

Shareholders' power to require website publication of audit concerns

Under section 527 of the Act, shareholders meeting the threshold requirements in that section may require the Company to publish on its website a statement setting out any matter that the shareholders propose to raise at the AGM relating to (i) the audit of the Company's accounts (including the Auditor's report and the conduct of the audit) that are to be laid before the AGM, or (ii) any circumstance connected with an Auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under section 527 of the Act, it must forward the statement to the Company's Auditor no later than the time when it makes the statement available on the website. The business which may be dealt with at the AGM includes any statement that the Company has been required under section 527 of the Act to publish on its website.

If you have general queries about your shareholding, please contact the relevant registrar at the address shown on page 20.

Webcast

The AGM will be webcast live at www.hsbc.com/agmwebcast and a recording will be available for viewing for approximately two months after the AGM. This is a view only service and does not allow shareholders to participate in the AGM electronically. Shareholders wishing to participate electronically are recommended to view the webcast via the Lumi AGM website where you can also vote and ask questions. Details on how to join are set out on pages 19 to 20 and in Appendix 8 on page 29.

Asking questions related to the business of the AGM

You have the right to ask questions in relation to the business of the AGM but no answer need be given if (a) to do so would interfere unduly with the preparation for the AGM or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the AGM that the question be answered.

If you have any questions relating to the business of the AGM that you would like to be addressed, please send an email to shareholderquestions@hsbc.com referencing your Shareholder Reference Number and we will endeavour to answer any questions raised. We will consider all questions received and, if appropriate and relating to the business of the AGM, give an answer at the AGM, provide a written response or publish answers on the Company's website at www.hsbc.com/agm.

Any questions submitted that are not relevant to the business of the AGM will be forwarded for the attention of a relevant executive or the registrar, as appropriate. These might include matters relating to a shareholder's bank account or affairs which are unlikely to be relevant to the business of the AGM.

Submitting a question in advance of the AGM does not affect your rights as a shareholder to attend and speak at the AGM. Shareholders attending the AGM electronically may submit questions in writing via the Lumi AGM website or may ask questions by telephone by following the instructions set out in the "Electronic attendance at the 2022 Annual General Meeting" section on pages 19 to 20.

Electronic attendance at the 2022 Annual General Meeting

You may attend the AGM electronically by accessing the Lumi AGM website: https://web.lumiagm.com/108595130.

Accessing the AGM website

Lumi AGM can be accessed online using the latest versions of internet browsers such as Chrome, Firefox, Edge and Safari on a PC, laptop or internet-enabled device such as a tablet or smartphone. If you wish to access the AGM using this method, please go to https://web.lumiagm.com/108595130 on the day.

Logging in

On accessing Lumi AGM at the website above, you will be prompted to enter your Shareholder Reference Number and Personal Identification Number. These can be found printed on your form of proxy or will have been sent to you by email if you have registered an email address to receive electronic communications. For queries on your Shareholder Reference Number and/or Personal Identification Number please contact the Company's registrar using the details in the "General information" section on page 20.

You can access the Lumi AGM website from 2.00pm London time (9.00pm Hong Kong time) on Thursday, 28 April 2022. However, please note that your ability to vote will not be enabled until the Chairman of the AGM formally declares the poll open, which will take place during the AGM.

A User Guide on how to join the AGM via the Lumi AGM website is set out in Appendix 8 on page 29.

Duly appointed proxies and corporate representatives attending electronically

If your investment is not held in your name on the Principal Register or the Branch Registers (for example, it is held in a broker account or by a custodian or nominee), it will be necessary for you to be appointed as a proxy or corporate representative to attend the meeting electronically. You should therefore contact the person through which your investment is held in order to arrange for you to be appointed as a proxy or corporate representative. Once you have been validly appointed as a proxy or corporate representative, you will need to contact the Company's registrar before 11.00am London time (6.00pm Hong Kong time) on Wednesday, 27 April 2022 to arrange for you to be sent a Unique Username and Personal Identification Number to access the Lumi AGM website. The Unique Username can be entered in place of the Shareholder Reference Number. Specific instructions are set out below for non-registered shareholders in Hong Kong and for holders of American Depositary Shares.

It is recommended that the Company's registrar is contacted as early as possible. For corporate representatives, in relation to shares held on the UK Principal Register or the Bermuda Branch Register, email a scanned copy of your letter of representation to corporate-representatives@computershare.co.uk or telephone +44 (0) 870 702 0137. In relation to shares held on the Hong Kong Branch Register, email a scanned copy of your letter of representation to hsbc.proxy@computershare.com.hk or telephone +852 2862 8646. For proxy appointments, you should contact the Company's registrar to provide your email address and details of the person through which your investment is held. For both proxies and corporate representatives, your Unique Username and Personal Identification Number will be sent to you by email 24 hours prior to the meeting.

Hong Kong non-registered shareholders

Non-registered shareholders whose shares are held in the Central Clearing and Settlement System in Hong Kong have the option to attend and participate at the AGM electronically. They should liaise with their banks, brokers, custodians or nominees through which their shares are held (together, the "Intermediary") and provide their e-mail address to their Intermediary. The Intermediary should register the details with HKSCC Nominees Limited and arrange for details regarding the AGM arrangements, including login details to access the Lumi AGM website, to be sent by the Company's Hong Kong registrar to the e-mail addresses provided by the non-registered shareholders. It is recommended that instructions are sent to the Intermediary by the non-registered shareholder as early as possible to allow time for the instructions to be processed.

American Depositary Shares ("ADSs")

If you are a registered ADS holder (i.e. you hold your ADSs through Computershare US, the transfer agent of the Depositary, The Bank of New York Mellon), you will need to register in advance to attend and participate at the AGM electronically. Please follow the instructions on the notice that you received with your voting instruction card.

Non-registered ADS holders: If you hold your shares through an intermediary, such as a bank or broker, and wish to attend and participate at the AGM electronically, you must register in advance with Computershare US. You must submit proof of your proxy power (legal proxy) reflecting your ADS holdings along with your name and email address to Computershare US at legalproxy@computershare.com or write to Computershare US, HSBC Holdings plc Legal Proxy, P.O. Box 43001 Providence, RI 02940-3001, labelled as "Legal Proxy", and be received no later than 5.00pm New York time, on Wednesday, 20 April, 2022 (Virtual Meeting Pre Registration and voting cut-off Date). The details regarding the AGM arrangements, including login details to access the Lumi AGM website, will be sent by Computershare US to the e-mail address provided by the ADS holder.

By providing the information required to register in advance to attend and participate at the AGM electronically, you confirm that you consent to the provision of such information, including any personal data contained therein, to The Bank of New York Mellon and Computershare US and to the further transfer by them of that information and personal data (if applicable) to other agents of the Company for the purpose of facilitating your attendance and participation at the AGM electronically.

Electronic voting

Voting on all resolutions will be enabled at the AGM once the Chairman of the AGM formally declares the poll open. Shareholders may, at any time while the poll is open, vote electronically on any or all of the resolutions in the Notice. Resolutions will not be proposed individually.

Once the poll is open, the list of resolutions being put to the AGM will appear on the Lumi AGM facility. The voting options available will appear when you click on the voting icon. Select the option that corresponds with how you wish to vote on each resolution: "FOR", "AGAINST" or "WITHHELD". Once you have selected your choice, the option will change colour and a confirmation message will appear to indicate your vote has been cast and received - there is no submit button.

If you make a mistake or wish to change your vote, simply re-select the correct voting option. If you wish to "cancel" your vote, select the "cancel" button. You will be able to change or cancel your vote at any time whilst the poll remains open and before the Chairman of the AGM announces its closure.

An active internet connection is required in order to successfully cast your vote when the Chairman of the AGM commences polling on the resolutions. It is the user's own responsibility to ensure that they have a sufficient internet connection.

Asking questions via Lumi

Shareholders attending electronically may ask questions via the Lumi AGM website by typing and submitting their question in writing. To ask a question via the Lumi AGM website, you should select the messaging icon from within the navigation bar to open the chat box and type your question at the top of the screen. Once finished, press the 'send' icon to the right of the message box to submit your question.

Questions sent via the chat box on the Lumi AGM website will be moderated before being sent to the Chairman of the AGM, in line with the approach outlined in the "Asking questions related to the business of the AGM" section on page 18. In some circumstance a direct response may be given to your question via the platform, rather than the question being put to the meeting to avoid repetition or where the question is not relevant to the business of the meeting.

An active internet connection is required in order to allow you to submit questions via the Lumi AGM website. It is the user's own responsibility to ensure that they have a sufficient internet connection.

Asking questions via the telephone

To be able to speak at the AGM, shareholders will require the telephone number and Conference ID which will only be accessible once you have logged into the Lumi AGM website and completed the registration process. The Lumi AGM website will be accessible from 2.00pm London time (9.00pm Hong Kong time) on Thursday, 28 April 2022 for telephone registration purposes. Local telephone calls will not be charged.

Once connected you will receive further instructions on how to ask a question. Once your call has been put through to the meeting you will then be able to ask your question to the meeting. Questions asked on the telephone will be answered in line with the approach outlined in the "Asking questions related to the business of the AGM" section on page 18.

If you join the telephone call to ask a question but are also listening to the webcast of the AGM, please ensure the webcast is muted, so that there is no interference between the two when speaking.

We cannot guarantee that all shareholders that wish to ask a question by telephone will be able to do so. If you do not think that your question has been answered during the AGM or by other means outside of the meeting, please send an email to shareholderquestions@hsbc.com as outlined in the "Asking questions related to the business of the AGM" section on page 18.

Company's registrar

For general enquiries, requests for copies of corporate communications, or a Chinese translation of this Notice and any future documents, please contact:

- Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom (email via website: www.investorcentre.co.uk/contactus);

- Computershare Hong Kong Investor Services Limited, Rooms 1712‑1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong SAR (email: hsbc.ecom@computershare.com.hk); or

- Investor Relations Team, HSBC Bank Bermuda Limited, 37 Front Street, Hamilton HM 11, Bermuda (email: hbbm.shareholder.services@hsbc.bm).

Holders of American Depositary Shares may obtain copies of this document by calling +1 800 555 2470 or by writing to Proxy Services Corporation (BNY Mellon ADR Team), 10 Drew Court - Suite #3, Ronkonkoma, NY 11779, USA.

Information available on the website

A copy of this Notice, and other information required by section 311A of the Act, can be found on the Company's website at www.hsbc.com/agm.

Receiving corporate communications

Shareholders may at any time choose to receive corporate communications in printed form or to receive email notification of their availability on the Company's website. To receive future notifications of the availability of corporate communications on the Company's website by email, or to revoke or amend an instruction to receive such notifications by email, go to www.hsbc.com/ecomms.

If you received a notification of the availability of this document on the Company's website and for any reason have difficulty in receiving or gaining access to the document, or you would like to receive a printed copy of it, or if you would like to receive future corporate communications in printed form, please write or send an email (quoting your Shareholder Reference Number) to the Company's registrar at the relevant address set out above. Printed copies will be provided without charge.

Further copies of this document and future documents may also be obtained by contacting the Company's registrar. You may amend your election to receive corporate communications in English or Chinese by contacting the registrar at the relevant address set out in the 'Company's registrar' section of this page.

Documents available for inspection

Copies of the following documents are available for inspection through the Group Company Secretary and Chief Governance Officer at the Company's registered office at 8 Canada Square, London E14 5HQ, United Kingdom and at 1 Queen's Road Central, Hong Kong SAR during usual business hours on any business day from the date of this Notice until the date of the AGM (upon prior appointment only and subject to relevant Covid-19 restrictions at the time). The following documents will also be available at the place and (subject to relevant Covid-19 restrictions at the time) on the date of the AGM from at least 15 minutes before the AGM begins until the conclusion of the AGM:

(i) the terms of appointment for the non-executive Directors and Group Chairman, (ii) the service contracts of the executive Directors, (iii) a copy of the share repurchase contract proposed to be approved under Resolution 13 (the "Contract"), (iv) a list of the proposed counterparties to the Contract, (v) a copy of the New Articles proposed to be adopted by Resolution 17, and (vi) a copy of the New Articles proposed to be adopted by Resolution 17 marked up to show changes to the Current Articles. A copy of the New Articles marked up to show changes to the Current Articles will be available to view on the National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism and, together with a copy of the New Articles, will also be available for inspection on the Company's website (www.hsbc.com/agm).

Information set out in this Notice

Shareholders are advised that any telephone number, website or email address set out in this Notice, the form of proxy or accompanying documents should not be used for the purposes of serving information on the Company (including the service of documents or information relating to the proceedings at the AGM) unless otherwise stated.

This document, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this document is accurate and complete in all material aspects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this document misleading.

In the event of a conflict between any translation and the English text hereof, the English text will prevail.

Directors' interests in the ordinary shares and debentures of HSBC

Details of the interests in the ordinary shares and debentures of HSBC of Directors who are standing for election or re-election are set out in Appendix 7.

Appendix 1

Questions and Answers on Contingent Convertible Securities ("CCSs")

What are CCSs?

CCSs are debt securities that benefit from a particular regulatory capital treatment under European Union and United Kingdom legislation. CCSs will be converted or exchanged into ordinary shares if a defined trigger event occurs. The terms of HSBC's existing CCSs have received regulatory approval from the Prudential Regulation Authority ("PRA").

As a banking group, HSBC must meet minimum regulatory capital requirements in the countries in which it operates. These include compliance with European Union and United Kingdom legislation under which banks and bank holding companies are required to maintain Tier 1 Capital of at least 6 per cent of their risk weighted assets. Of that, 1.5 per cent of risk weighted assets may be in the form of Additional Tier 1 capital. In addition, HSBC is required to satisfy an additional capital requirement defined by the PRA by maintaining an additional 0.6 per cent of risk weighted assets in the form of Additional Tier 1 capital.

In order to qualify as Additional Tier 1 capital, a security must contain certain features designed to increase the resilience of the issuing bank should the bank's financial condition deteriorate materially. The CCSs would qualify as Additional Tier 1 capital on the basis that, on the occurrence of a defined trigger event, they would be mandatorily converted into or exchanged for ordinary shares of HSBC. The conversion or exchange would have the effect of increasing the issuer's Common Equity Tier 1 capital ratio.

What are the trigger events for the CCSs and what will happen if a trigger event occurs?

Should HSBC's Common Equity Tier 1 capital ratio fall below the defined capital trigger (the "Trigger Event"), the CCSs would be converted into or exchanged for new ordinary shares in HSBC on their prescribed terms. The defined capital trigger will be specified in the terms of the CCSs when they are issued. HSBC's existing CCSs contain a Common Equity Tier 1 capital trigger of 7.0 per cent on a non‑transitional (excluding IFRS 9 transitional arrangements) basis (the "non‑transitional CET1 ratio") which has been approved by the PRA. It is HSBC's current expectation that future CCSs issued by the Group would contain the same capital trigger subject to approval by the PRA.

What steps can HSBC take to mitigate a potential Trigger Event?

HSBC is required by its regulators to have in place a recovery plan in case its regulatory capital levels come under pressure. Accordingly, if HSBC's capital ratios were to fall materially and in any event in advance of a Trigger Event, HSBC would seek to commence recovery actions in order to restore the HSBC Group's regulatory capital ratios and reduce the likelihood of a Trigger Event occurring. HSBC's recovery plan includes a number of actions it may take, including reducing distributions, reducing risk weighted assets or selling or liquidating assets.

HSBC's non-transitional CET1 ratio was 15.7 per cent as at 31 December 2021. HSBC remains a strongly capitalised bank, able to support both organic growth and dividend returns to shareholders. HSBC remains well placed to meet expected future capital requirements, and will continue to take actions to remain in that position, taking into account the evolution of the regulatory environment. Given its current capital position and the planned recovery actions it would take if a Trigger Event was deemed likely to arise, HSBC considers the circumstances in which a Trigger Event might occur in practice to be remote.

The CCSs which HSBC has issued to date have included a term which provides that on the occurrence of a Trigger Event, the Directors may elect, at their discretion, to give shareholders the opportunity to purchase ordinary shares issued on conversion or exchange of any CCSs on a pro rata basis, where practicable and subject to applicable laws and regulations. This would be at the same price as the holders of the CCSs would have acquired the ordinary shares. Where permitted by law and regulation to do so, the Company will continue to issue future CCSs including terms which provide the Company with the discretion to offer the opportunity to shareholders to purchase ordinary shares issued on conversion or exchange of CCSs.

Will CCSs be redeemable?

There is no general right of redemption for the holders of the CCSs. It is expected that HSBC would have the right to redeem the CCSs after a minimum period of five years and in certain other specified circumstances, but any redemption features would need to be approved by the PRA prior to issue and any redemption would be subject to PRA approval at the time of redemption.

Will all CCSs be in the form of Additional Tier 1 capital?

Yes. The Company has no intention to issue capital securities pursuant to Resolutions 14 and 15 except for securities which constitute Additional Tier 1 capital under applicable banking regulations.

Why is HSBC seeking authority to issue CCSs?

Issuing CCSs gives HSBC greater flexibility to manage its capital in the most efficient and economical way. It is expected that Additional Tier 1 capital will be a cheaper form of capital than issuing and maintaining Common Equity Tier 1 capital (e.g. ordinary shares) to satisfy the Tier 1 Capital requirement and (provided the Trigger Event does not occur) non-dilutive to existing shareholders. This should improve the returns available to existing shareholders whilst maintaining HSBC's capital strength, in line with prevailing banking regulations.

The authorities in Resolutions 14 and 15 are required because the Directors are only permitted to issue up to 10 per cent of the issued ordinary share capital for cash on a non-pre-emptive basis under the general authorisation in Resolutions 8, 9 and 10. Given the administrative burden both in cost and time for a company the size of HSBC to obtain these types of authorities, the Directors do not consider it practical or in the interests of shareholders to seek a new authority each time an issue of CCSs is proposed. It is important to have the flexibility to react quickly to market and regulatory demand. Furthermore, in order to obtain PRA approval to the issuance of CCSs, all necessary allotment authorities need to be in place, so the process of seeking a new authority in addition to PRA approval would lead to unacceptable delay.

At what price will the CCSs be issued and how will the conversion price be fixed?

As the CCSs are debt securities, they will be issued at or close to their face value in a manner typical for debt securities. The terms and conditions for the CCSs will specify a fixed conversion price or a mechanism for setting a conversion price (which could include a variable conversion price determined by reference to the prevailing market price on conversion subject to a minimum "floor" price) which will determine how many ordinary shares are issued on conversion or exchange of the CCSs if a Trigger Event occurred. In respect of any CCSs issued (or shares issued on conversion or exchange of CCSs) under the authorities in Resolutions 14 and 15, the conversion price or (as applicable) the minimum "floor" conversion price will be agreed in advance with the PRA and will be determined immediately prior to the issuance of such CCSs by taking into account the following factors: (i) the lowest trading price of HSBC's ordinary shares over the last 10 years; and (ii) market expectations as to the conversion price, taking into account the conversion price set for our previous Additional Tier 1 instruments (£2.70) and the conversion prices for similar Additional Tier 1 instruments issued by our peers. The conversion price will be subject to typical adjustments for securities of this type.

How have you calculated the size of the authorities you are seeking?

The size of the authorities reflected in Resolutions 14 and 15 has been determined to provide flexibility to enable HSBC to optimise its capital structure in light of the regulatory capital requirements arising from the European Union and United Kingdom legislation and PRA requirements. The authorities sought are set at a level to provide full flexibility to the Directors to manage HSBC's capital structure efficiently and are based on the Directors' assessment of the appropriate amount required to enable HSBC to hold the maximum amount of Additional Tier 1 capital taking into account its expected risk weighted asset figures and applying the conversion price referred to above. For this reason, the resolutions give the Directors' authority to set the specific terms of the CCSs after considering market practice and requirements at the time.

Waiver granted by the Hong Kong Stock Exchange

The Hong Kong Stock Exchange has granted the Company a waiver from strict compliance with the requirements of Rule 13.36(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited pursuant to which the Company is permitted to seek (and, if approved, to utilise) the authority under Resolutions 14 and 15 to issue CCSs (and to allot ordinary shares into which they may be converted or exchanged) in excess of the limit of the general mandate of 20 per cent of the Company's issued share capital (the "Mandate"). The waiver has been granted on terms that permit the Mandate, if approved, to continue in force until:

(i) the conclusion of the first annual general meeting of the Company following the date on which the Mandate is approved (or the close of business on 30 June 2023, whichever is the earlier) at which time the Mandate shall lapse unless it is renewed, either unconditionally or subject to conditions; or

(ii) such time as it is revoked or varied by ordinary resolution of the shareholders in general meeting.

Purchase of Ordinary Shares by the Company

Set out below is information concerning the proposed general mandate for the purchase of shares by the Company (Resolutions 12 and 13), which incorporates the Explanatory Statement required to be sent to shareholders in accordance with the Hong Kong Listing Rules as well as details of the conditional waiver granted by the Hong Kong Stock Exchange to enable the Company to hold in treasury any shares it may repurchase.

(a) It is proposed that the Company be given authority to purchase up to 2,021,399,449 ordinary shares of US$0.50 each (which represent 10 per cent of the ordinary shares in issue on 10 March 2022 being the latest practicable date prior to the printing of this document). Purchases of shares would be at prices not below the nominal value of each ordinary share, US$0.50 or the equivalent in the relevant currency in which the purchase is effected, and at not more than 105 per cent of the average of the middle market quotations for the ordinary shares on the London Stock Exchange for the five dealing days before the relevant purchase or 105 per cent of the average of the closing prices of the ordinary shares on the Hong Kong Stock Exchange for the five dealing days before the relevant purchase, whichever is lower.

(b) The Directors believe that it is in the best interests of the Company and its shareholders to have a general authority from shareholders to enable the Company to purchase ordinary shares in the market and to give power to the Directors to exercise such authority. The Directors also believe that, in order for a buyback to be completed more quickly and to allow more shareholders to participate in any buyback, it is in the best interests of the Company and its shareholders to have in place an authority to make purchases of ordinary shares on the Hong Kong Stock Exchange pursuant to an agreed form share repurchase contract. The Directors intend that purchases of ordinary shares should only be made if they consider that the purchase would operate for the benefit of the Company and shareholders, taking into account relevant factors and circumstances at that time, for example the effect on earnings per share.

(c) It is expected that purchases will be funded from the Company's available cash flow or liquid resources and will, in any event, be made out of funds legally available for the purchase in accordance with the Articles of Association of the Company and the applicable laws of England and Wales.

(d) Share buybacks would not be made in circumstances where to do so would have a material adverse effect on the capital requirements of the Company or the liquidity levels which, in the opinion of the Directors, are from time to time appropriate for the Company. If the power to make purchases were to be carried out in full (equivalent to 10 per cent of the ordinary shares in issue on 10 March 2022 being the latest practicable date prior to the printing of this document) there might be a material adverse impact on the capital or liquidity position of the Company (as compared with the position disclosed in its published audited accounts for the year ended 31 December 2021).

(e) None of the Directors, nor, to the best of the knowledge of the Directors having made all reasonable enquiries, any close associates (as defined in the Hong Kong Listing Rules) of the Directors, has a present intention, in the event that either or both of Resolution 12 and 13 is approved by shareholders, to sell any ordinary shares to the Company. No core connected persons (as defined in the Hong Kong Listing Rules) of the Company have notified the Company that they have a present intention to sell shares in the Company to the Company or have undertaken not to sell any of the shares in the Company held by them to the Company, in the event that Resolutions 12 and 13 are approved.

(f) Under the provisions of the UK Companies Act 2006 (the "Act") the Company is permitted, following any repurchase of ordinary shares, to retain and hold such shares in treasury. While that Act does not impose a limit on the number of shares that a company can hold in treasury, UK investor protection guidelines and market practice in the UK is to limit the extent of any share purchase authority to 10 per cent of issued share capital, exclusive of treasury shares. On 19 December 2005, the Hong Kong Stock Exchange granted a conditional waiver to the Company to enable it to hold shares which it may repurchase in treasury (the "2005 Waiver"). The 2005 Waiver is subject to certain conditions, including compliance by the Company with all applicable laws and regulations in the UK in relation to the holding of shares in treasury. As part of the 2005 Waiver, the Company has agreed with the Hong Kong Stock Exchange a set of modifications to the Hong Kong Listing Rules necessary to enable the Company to hold treasury shares. The modifications also reflect various consequential matters to deal with the fact that the Company may hold treasury shares in the future. A full version of the modifications is available on the Company's website, www.hsbc.com, and the Hong Kong Stock Exchange's news website, www.hkexnews.hk. Copies of the modifications are also available from the Group Company Secretary and Chief Governance Officer, HSBC Holdings plc, 8 Canada Square, London E14 5HQ, United Kingdom and the Corporation Secretary and Regional Company Secretary Asia-Pacific, The Hongkong and Shanghai Banking Corporation Limited, 1 Queen's Road Central, Hong Kong SAR. In accordance with the terms of the 2005 Waiver, the Company has confirmed to the Hong Kong Stock Exchange that it will comply with the applicable law and regulation in the UK in relation to the holding of any shares in treasury and with the conditions of the 2005 Waiver in connection with any shares which it may hold in treasury.

(g) The Directors have undertaken to the Hong Kong Stock Exchange that, if they exercise any power of the Company to make purchases pursuant to Resolution 12 and/or 13, they will do so in accordance with the Hong Kong Listing Rules (as modified in accordance with the terms of the 2005 Waiver to enable the Company to hold in treasury any shares it may repurchase and the waiver obtained from the Hong Kong Stock Exchange from strict compliance with Rule 10.06(2)(e) of the Hong Kong Listing Rules referred to in the notes to Resolution 13) and the applicable laws of England and Wales.

(h) The Directors are not aware of any consequences which would arise under any applicable Takeover Code as a result of any purchases made by the Company pursuant to Resolution 12 or 13, if approved.

(i) As at 10 March 2022 (being the latest practicable date prior to printing this document), the Company repurchased for cancellation 215,738,765 ordinary shares on the London Stock Exchange, BATS, Chi-X, Turquoise and Aquis pursuant to the share buy-back which was announced on 26 October 2021 and is ongoing. The table below outlines the number of shares purchased and cancelled during the ongoing buy-back programme since 26 October 2021 on a monthly basis.

(j) The highest and lowest mid-market prices at which ordinary shares or, in the case of the New York Stock Exchange, American Depositary Shares ("ADSs"), have traded on the Hong Kong, London, New York and Bermuda Stock Exchanges during each of the twelve completed months prior to the latest practicable date before printing of this document are set out in the table below.

1. Each ADS represents five ordinary shares.

Amendments to Articles of Association

It is proposed to adopt new Articles of Association of the Company ("New Articles") in replacement of the current Articles of Association of the Company ("Current Articles") with effect from the conclusion of the AGM, principally to reflect developments in market practice, to provide clarification and additional flexibility where necessary or appropriate and to align with the core shareholder protection standards set out in Appendix 3 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Core Protection Standards") that were introduced on 1 January 2022.

A copy of the New Articles marked up to show changes to the Current Articles will be available to view on the National Storage Mechanism https://data.fca.org.uk/#/nsm/nationalstoragemechanism and, together with a copy of the New Articles, will be available for inspection on the Company's website (www.hsbc.com/agm) and at the Company's registered office at 8 Canada Square, London E14 5HQ, United Kingdom and at Queen's Road Central, Hong Kong, SAR from the date of this Notice until the close of the AGM. They will be available for inspection upon prior appointment only and subject to relevant Covid-19 restrictions at the time during normal business hours, Monday to Friday (excluding public holidays). The documents will also be available for inspection (subject to relevant Covid-19 restrictions at the time) at the Queen Elizabeth Hall, Southbank Centre, Belvedere Road, London SE1 8XX, on the day of the AGM from at least 15 minutes before the AGM begins until the conclusion of the AGM.

The principal changes to the Current Articles, which are included in the New Articles, are summarised below. Other changes, which are of a minor, technical or clarifying nature have not been summarised, but are visible on the marked up copy of the proposed New Articles. As a result of the proposed amendments, the numbering of provisions in the New Articles does not always correspond to the Current Articles and references to an Article are references to the relevant Article in the proposed New Articles unless otherwise stated.

Interpretation

To modernise the Current Articles and reflect the way that the Company communicates with shareholders in practice, references to "writing or written" in the New Articles now include documents in electronic form (Article 2.1).

The definition of "electronic facility" has been updated to reflect changes to market practice (Article 2.1) and a provision has been included to elaborate on what it means for a person to "speak" and "be heard" (Article 2.2(g)). This is discussed further under "Hybrid meetings" below.

There is a general provision in the New Articles confirming that, unless otherwise provided for in the UK Companies Act 2006 (the "Act") or the New Articles, the powers of the Company or the Directors (or any person to whom they have delegated their powers) to exercise a discretion or take a decision confers a right to exercise it in such a way as they in their absolute discretion think fit (Article 2.2(h)). This replaces a range of specific provisions to that effect in individual articles in the Current Articles.

Gender neutral

The language used throughout the New Articles has been updated to be gender neutral - for example, by replacing "he" or "she" with "they", "him" or "her" with "them" and "Chairman" with "Chair".

Hybrid meetings

The provisions in the Current Articles relating to hybrid general meetings have been supplemented to reflect changes in market practice for hybrid meetings and the experience of holding meetings during the Covid-19 pandemic. A provision has been included in the interpretation section expanding on what it means for a person to "speak" and "be heard" at a meeting (Article 2.2(g)). This provides the Company with greater flexibility to conduct the meeting and facilitate shareholder participation using all forms of technology available. A provision has also been included dealing with the appointment of a replacement Chair of a general meeting if the original Chair is participating electronically and the facilities the original Chair is using fail, whether temporarily or otherwise (Article 59.2). In addition, certain consequential amendments have been made to the New Articles that are in line with market practice (Articles 54.7 and 75.1).

Board's right to postpone or change general meeting arrangements

The postponement provisions have been amended to give the Company greater flexibility to change the arrangements of the meeting if the Directors consider it impracticable, undesirable or unreasonable to hold the meeting in the way originally envisaged. In addition to the Board's existing ability to change the date, time or place of, or electronic facilities being used at, the general meeting, the Company may introduce electronic facilities or make any other alterations in respect of the meeting (Article 56). These changes give the Company greater flexibility to adapt to changing circumstances such as those experienced during the Covid-19 pandemic.

The New Articles also provide that the Board may consider the health, as well as the safety, of attendees when determining or changing the arrangements of a general meeting (Article 64.1). This is another change driven primarily by the Covid-19 pandemic and gives the Company greater flexibility to take measures to protect the health of its shareholders.

Untraceable shareholders

The New Articles provide the Company with additional flexibility in dealing with untraced shareholders and rights in relation to the sale of shares owned by shareholders who are untraced after a period of 12 years.

Under the Current Articles, the Company is required to give notice to untraced shareholders of an intention to sell their shares by way of a newspaper advertisement and give notice of its intention to sell such shares to any exchange that the shares of the concerned class were listed on. The New Articles provide that the Company must instead send a final notice in hard copy to the last known physical address of the shareholder or in electronic form to the last known email address of the shareholder that the Company has and use such reasonable efforts as the Company considers appropriate to trace the shareholder (Article 85.1). This change reflects market practice and safeguards shareholder rights while not placing unduly onerous obligations on the Company and provides the Company with appropriate flexibility in connection with locating untraced shareholders.

Director share qualification

To reflect changes in best practice and to align with the requirements set out in the Directors' Remuneration Policy, Article 92 of the Current Articles has been deleted in the New Articles. Article 92 of the Current Articles provides that a Director shall not be required to hold any shares of the Company. The inclusion of provisions relating to shareholding qualifications in articles of association is no longer common practice and is not legally required under the Act. A consequential amendment has also been made to Article 99.3 of the New Articles in relation to alternate Directors.

The shareholding guidelines which Directors are expected to satisfy can be found on pages 261 and 265 of the Directors' Remuneration Policy in the Annual Report and Accounts for the year ended 31 December 2021.

Deemed re-appointment of Directors where number of Directors falls below minimum through vacancies

Under the Current Articles, a Director who fails to be re-elected at an annual general meeting will remain in office until the end of the meeting or (if earlier) upon the election of someone else to replace them. Under the New Articles, if the number of Directors at the end of the annual general meeting is fewer than the required minimum number of Directors prescribed under Article 87, all retiring Directors will be deemed re-appointed as Directors but shall only be able to act for limited purposes (Articles 95.2 and 95.3). A general meeting shall be convened as soon as reasonably practicable following that meeting, at which the retiring Directors will retire if the number of Directors appointed or ratified at the subsequent meeting is equal to or above the required minimum.

Inspection of Hong Kong Overseas Branch Register

Article 118.5 has been included in the New Articles and provides that, without prejudice to any rights of inspection under the Act, the Hong Kong Overseas Branch Register may be inspected in Hong Kong by shareholders free of charge or by any other person on payment of the prescribed fee in accordance with Section 1167 of the Act. This conforms with the requirements set out in paragraph 20 of the Core Protection Standards.

Directors' written resolutions

Article 127 of the Current Articles has been replaced by Article 126 of the New Articles, which seeks to provide flexibility to the Board and reflect changes in working practice. Under Article 126 of the New Articles, a Director may indicate their agreement to a proposed Directors' written resolution by signing one or more copies of it or otherwise indicating their agreement in writing.

Distribution in specie

Article 148 of the New Articles reflects amendments in line with market practice to give the Company the ability to decide that all or part of any dividends or other distributions in respect of a share may be made by distributing non-cash assets of any kind, including shares, debentures or other securities of another company.

Forfeiture of related dividends following exercise of power of sale

The New Articles also contain related changes in respect of unclaimed dividends or other sums payable on the shares of untraced shareholders which are sold pursuant to Article 85. Article 152.2 of the New Articles provides that, if the Company exercises the power of sale in respect of any share of an untraced shareholder, any dividend payable in respect of the share which is outstanding at that time will be forfeited and cease to remain owing by the Company. The Company may use those forfeited dividends or other sums for such good causes as the Company thinks fit.

Payment of scrip dividends

The New Articles give an express power to the Directors to determine, in relation to any scrip dividend, how the relevant costs will be met, the minimum number of Ordinary Shares required to be held by a shareholder in order to be able to participate and any arrangements required to deal with legal and practical difficulties in any particular territory (Article 153).

Notices by advertisement and suspension of postal services

Article 169 of the Current Articles provides that any notice to be given by the Company to shareholders (that is not otherwise provided for in the Current Articles) can be given by way of newspaper advertisement only. This provision has been amended in the New Articles to give the Board additional flexibility such that any notice to be given, sent or supplied by the Company (not being a notice of general meeting or a notice or document covered by the requirements of the Act) will be sufficiently given, sent or supplied to shareholders advertised by such means as the Board may determine (including, but not limited to, by way of newspaper advertisement) (Article 167).

The change to Article 167 in the New Articles results in consequential amendments to Article 168 of the New Articles, which deals with the suspension or curtailment of postal services within the United Kingdom or Hong Kong resulting in the inability to convene a general meeting by post. Article 168 of the New Articles reflects updates in line with market practice and provides the Company with the flexibility to give notice of a general meeting to shareholders by way of electronic communication to those shareholders that have provided the Company with an address for this purpose. Any electronic communication will be in addition to newspaper advertisements and an advertisement on the Company's website.

Dispute resolution

The Company is incorporated in England and Wales and its Articles of Association are governed by English law. Although the Company's shareholders are predominantly based in the United Kingdom or Hong Kong, the Company has a wide international shareholder base. If Resolutions 17(a) and 17(b) are passed, Article 171 will be included in the New Articles to require certain disputes involving shareholders of the Company and the Company, and/or its current or former directors, officers or employees (including, in summary, disputes under the Articles, derivative claims brought by shareholders on behalf of the Company and claims for breach of a fiduciary or other duty owed to the Company or its shareholders) to be brought in the courts of England and Wales or Hong Kong. The Board considers that these courts are the most appropriate fora for adjudicating these types of claims, due to their experience of dealing with English law principles, as well as companies incorporated in England and Wales. If these types of claims were to be brought in other courts, the Company and/or its current or former directors, officers or employees may become drawn into litigation involving foreign legal principles in courts that are not as accustomed to dealing with English law-related questions. The proposed Article 171 seeks to minimise this risk. Article 171 also applies to such claims involving subsidiaries of the Company and/or current or former directors, officers or employees of those subsidiaries.

New Article 171

171 Dispute resolution

171.1 Unless the Company consents in writing to the selection of an alternative court, (i) any dispute between a member in that member's capacity as such and the Company and/or any current or former director, officer or employee of the Company arising out of or in connection with these Articles or otherwise; (ii) any derivative action or proceeding brought on behalf of the Company; or (iii) any action asserting a claim of breach of a fiduciary or other duty owed by any current or former director, officer or employee of the Company to the Company or the Company's members, may only be brought in the courts of England and Wales or Hong Kong, and not in any other court. Damages alone may not be an adequate remedy for breach of this Article 171.1 and, as a result, in the event of breach or anticipated breach of this Article 171.1, the remedies of injunction and/or order for specific performance would be appropriate. The Company may enforce this Article 171.1 for its own benefit or, to the extent that it, in its absolute discretion, sees fit, for the benefit of any other person, including, without limitation, a current or former director, officer or employee or a subsidiary.

171.2 For the purposes of this Article 171 only, "Company" means HSBC Holdings plc and each and any of its subsidiaries from time to time.

Explanatory statement supplied by the Midland Clawback Campaign Shareholder group in support of the requisitioned Resolution 19

We have commissioned two law schools to complete independent academic research, with the expectation it will show how an outdated law, unfit for purpose in today's enlightened society, disparately impacts the very workers, that it was meant to protect from financial disadvantage.

The investigators commissioned to undertake research into "State Deduction" are:-

Dr James Kolaczkowski, Bristol Law School, University of the West of England.

James began his career in London and practised as a solicitor at a commercial law firm in Bristol specialising in pensions. He is the Business and Law Clinic departmental lead, and completed PhD research considering the role of the European Union in Occupational Pensions in the UK. His current research interests cover fiduciary duties, governance and regulation, particularly in the context of pension's law and policy, from both commercial and social perspectives. James is a Fellow of the Higher Education Academy and a member of the Society of Legal Scholars and the European Network for Research on Supplementary Pensions.

&

Dr David Barrett, Exeter Law School, University of Exeter.

David joined Exeter Law School in September 2018 and has two primary research interests: (i) socio-economic rights and socio-economic inequality (particularly within the UK context); and (ii) mechanisms of equality and human rights enforcement beyond courts.

David is a member of the Economic and Social Rights Academic Network: UK and Ireland (ESRAN-UKI) and the Socio-Legal Studies Association (SLSA) and is one of the convenors for the 'Equality and Human Rights' stream at the SLSA Annual Conference.

The investigators are reviewing what little relevant literature and case law exists, with a focus upon the equality law position (i.e. the impact upon certain types of scheme member) and the issue of legitimate expectations (i.e. the fact that scheme members receive less than they were expecting).

This will develop a theoretical framework with which to interrogate the research questions. It is intended that this will be supported by interviews with scheme members and a review of the documentation such as communications with scheme members.

The investigators will write an academic article addressing the issue of clawback for submission to peer review and publication in an academic journal. The paper will be drafted during the first year of work, further developed following academic presentation and review, and then submitted for publication in academic journals. Publication is anticipated during the second year of the project.

The investigators will aim to widely disseminate the results by presenting at seminars, workshops/ conferences, or by organising and hosting specific events, via their academic and professional networks.

The Board's response to Resolution 19 requisitioned by the Midland Clawback Campaign Shareholder group

Your Directors consider that Resolution 19 is not in the best interests of the Company and its shareholders as a whole and unanimously recommend that you vote AGAINST Resolution 19 for the reasons set out below:

HSBC's position on the removal of the State Deduction feature has been consistent; that it would constitute a retrospective change that would benefit a particular group of members and would be unfair to other HSBC Bank (UK) Pension Scheme ("Scheme") members. It would increase the risk of grievances being raised from other pension scheme members both in the UK and globally and would set a precedent for further challenges to pre-existing valid terms and conditions that could lead to significant unplanned and unintended costs.

The term State Deduction is a common term used to describe the integration of private and state benefits and was clearly and consistently communicated to members.

HSBC commissioned a market review of the State Deduction feature in the third quarter of 2020. The review demonstrated that integration of private sector pension schemes with state benefits, to target an overall level of benefit, remains an accepted and common aspect of UK pensions practice.

The use of State Deduction as a mechanism of integrating Scheme and state benefits is recognised by current legislation and continues to be maintained by a significant number of schemes. The Equality and Human Rights Commission (the "EHRC") has confirmed that the use of State Deduction is lawful.

HSBC has been engaged in addressing questions on the State Deduction feature over several years. This has included protracted correspondence with the members of the Post 1974 Midland Section of the Scheme (the "Campaign Group"). The Campaign Group has also proposed resolutions relating to State Deduction at the last three AGMs all of which have been voted down by shareholders. The Campaign Group has now advised that it wishes to commence an academic study to examine the lawfulness and fairness of the State Deduction. This will be undertaken by the Campaign Group's appointed legal academics. The Campaign Group is seeking the Company's participation in this research. The intention is that the subsequent findings would then form the basis for additional discussions between the Company and the Campaign Group. However, we believe this issue has already been subject to extensive consideration involving legal advice from leading counsel; consideration and rejection of the Campaign Group's claim by the EHRC; independent legal advice from the Trustee's counsel; the 2020 market review and on-going consideration of this issue at three previous AGMs. Consequently, in our view, the Company's engagement in the proposed research would only duplicate work that has already been undertaken and concluded.

The Campaign Group has a specific concern over how and when Scheme members were advised of the State Deduction. Such advice is the responsibility of the Scheme Trustee. The Trustee, which is independent of the Company, provided the Campaign Group with detailed advice in 2017 following an extensive review of the Scheme's documentation. This evidenced that members were correctly advised of the State Deduction over several decades and in accordance with the relevant regulations. As such any further research into this aspect would simply involve duplication of work that has already been undertaken and concluded. We believe that by continuing to apply the State Deduction we are acting correctly and lawfully, particularly when consideration is given to both the broader HSBC pensioner and employee population, many of whom do not receive a final salary pension, and the broader wider market practice for pension schemes of this type.

This position is taken having consulted with the Trustees of the Scheme and having taken external advice.

Background:

What is the Post 1974 Midland Section?

All employees who joined HSBC Bank plc (or Midland Bank plc at the time) after 31 December 1974 and before 1 July 1996 were eligible to join the Post 1974 Midland Section (the "Post 1974 Section") of the Scheme. The Post 1974 Section provides final salary benefits and was non-contributory until 2009. It was designed to ensure that members received an overall pension of broadly two-thirds of final salary on retirement (provided they worked for the company for 40 years).

The Post 1974 Section consists of approximately 52,000 members. The State Deduction feature applies to all members of this section of the Scheme.

The Post 1974 Section has been closed to new members since July 1996. New joiners of the HSBC Group in the UK are now enrolled into the defined contribution section of the Scheme, which does not provide a guaranteed income on retirement.

What is the State Deduction?

The State Deduction is one of a number of recognised mechanisms used to facilitate the integration of Scheme and state benefits and has been a feature of the Post 1974 Section since its introduction in 1975. The State Deduction takes account of the fact that employees would usually receive a pension from the UK Government at their State Pension Age, and reduces the amount paid by the Scheme at State Pension Age. The aim was that members would continue to receive an overall pension level throughout retirement (subject to minimum employment terms and pension increases). This form of integration with the State system was a common feature in final salary schemes introduced at that time.

What is "Clawback"?

Clawback is a term used by the Campaign Group to refer to the State Deduction.

"Clawback" is not an accurate description of the State Deduction. HSBC agreed to provide pension benefits to members and fund the scheme on the basis that the State Deduction will be applied. No aspect of members' benefits, or amounts paid to members, are or will be clawed back, nor are they "withheld".

HSBC's position:

When the Scheme was introduced, it required no contribution from members to secure an overall pension of up to two-thirds of final salary on retirement.

When joining HSBC, employees were automatically enrolled in the Scheme and the Scheme literature expressly highlighted that the integration of state pension would be part of their pension calculation.

Features akin to the State Deduction were commonplace in other pensions as well as other sections of the Scheme.

When the State Deduction was introduced, many schemes integrated state and scheme benefits in various ways to target overall levels of benefit.

Survey results of 140 pension schemes, commissioned by HSBC in 2020, show that integration of state and private sector scheme pension benefits remains very common, with almost two thirds of participants having some form of state pension integration. This proportion increases further when comparing financial services participants (71%) and even greater when comparing large financial services sector schemes of similar size to the HSBC scheme (88%). This is more apparent when the distinction between public and private sector schemes is made and when schemes are considered by reference to industry sector, being financial services, and size.

The State Deduction is common terminology for similar integration features amongst other schemes, and was clearly and consistently communicated to members.

HSBC commissioned a thorough review of how the State Deduction was communicated to members dating back to its introduction in 1975 to determine if HSBC made the Post 1974 Section's members sufficiently aware of the feature. HSBC's legal advisers have determined that the State Deduction was clearly and consistently communicated within Scheme communications. The Scheme Trustee, who is separate to and independent of HSBC, also carried out an extensive review of Scheme documents and correspondence from its introduction in 1975 to date and concluded that the deduction was communicated in a transparent manner.

The EHRC has confirmed that the use of the State Deduction is lawful.

HSBC was contacted by the EHRC in late 2018 on an informal basis concerning the State Deduction. In the course of that correspondence HSBC provided a detailed analysis of the background, rationale and legal basis on which the State Deduction operates. This included advice from leading Counsel. Following review of the information provided, the EHRC has now confirmed that the use of the State Deduction is lawful.

The State Deduction forms part of the pension benefit calculation for all members of the Post 1974 Section. It does not put members who share a particular characteristic, such as gender, at a disadvantage. The extent to which the State Deduction forms a greater or lesser proportion of an individual's pension depends on the size of their total pension, which will also depend on a number of factors. Members with a lower final pensionable salary will receive a lower pension than those on a higher final pensionable salary (assuming the same period of service). In the same way if a member retires early, or takes a lump sum, then the residual pension will also be lower resulting in the State Deduction forming a higher proportion of overall pension.

Removal of the State Deduction would be unfair to other Scheme members.

Removal of the State Deduction would constitute a retrospective change which would benefit a particular group of members and be unfair to other Scheme members. It would increase the risk of grievances being raised from other pension scheme members both in the UK and globally and would set a precedent for further challenges to valid terms and conditions that could lead to significant unplanned and unintended costs.

The results of our most recent survey show that very few schemes have retrospectively amended any elements of integration with the State Pension, beyond dealing with changes to State Pension Age or the structure of the State Pensions. In particular, it showed that no schemes in the survey with a similar feature to the State Deduction have removed this retrospectively on the grounds of it being considered unfair or inappropriate.

HSBC has continuously engaged in addressing questions on the State Deduction

HSBC has been continuously engaged over several years in addressing questions on the State Deduction and on occasion this has involved face to face meetings. Such meetings may be appropriate if or when any new aspect of this issue is presented but not when this will involve addressing queries that have already been answered or settled (for example by the EHRC). HSBC has continued to respond to all correspondence and provide answers where appropriate. Consistent with this approach in November 2021 further detailed written advice was provided to queries presented by the All Party Parliamentary Group (the "APPG") involved with the Campaign Group. This advice explained the accepted legal position and the associated facts relevant to aspects of the State Deduction. An offer of a subsequent bi-lateral meeting was also extended to the Chair of the APPG should any clarification be required.

Directors' interests in the ordinary shares and debentures of HSBC

According to the register of Directors' interests maintained by the Company pursuant to section 352 of the Securities and Futures Ordinance of Hong Kong, the Directors who are standing for election or re-election had the interests set out in the table below, all beneficial unless otherwise stated, in the shares and debentures of HSBC and its associated corporations on the latest practicable date prior to the printing of this document being 10 March 2022.

In this Appendix, all references to "beneficial owner" means a beneficial owner for the purposes of the Securities and Futures Ordinance of Hong Kong.

Notifications of major holdings of voting rights

During 2021 and as at 10 March 2022 (the latest practicable date prior to printing this document), the Company did not receive any notifications of major holdings of voting rights pursuant to the requirements of the UK Financial Conduct Authority's Disclosure Guidance and Transparency Rules. Previous notifications received are as follows:

- BlackRock, Inc. gave notice on 3 March 2020 that on 2 March 2020 it had the following: an indirect interest in HSBC Holdings ordinary shares of 1,235,558,490; qualifying financial instruments with 7,294,459 voting rights that may be acquired if the instruments are exercised or converted; and financial instruments with a similar economic effect to qualifying financial instruments, which refer to 2,441,397 voting rights, representing 6.07%, 0.03% and 0.01%, respectively, of the total voting rights at 2 March 2020.

- Ping An Asset Management Co., Ltd. gave notice on 6 December 2017 that on 4 December 2017 it had an indirect interest in HSBC Holdings ordinary shares of 1,007,946,172, representing 5.04% of the total voting rights at that date.

The following notifications of major holdings have been made to the Company and have not been amended or withdrawn, as at 10 March 2022, the latest practicable date prior to printing this document, pursuant to the requirements of section 336 of the Securities and Futures Ordinance of Hong Kong:

- BlackRock, Inc. gave notice on 9 March 2022 that on 4 March 2022 it had the following interests in HSBC Holdings ordinary shares: a long position of 1,701,656,169 shares and a short position of 19,262,061 shares, representing 8.27% and 0.09%, respectively, of the ordinary shares in issue at that date.

- Ping An Asset Management Co., Ltd, gave notice on 25 September 2020 that on 23 September 2020 it had a long position of 1,655,479,531 in HSBC Holdings ordinary shares, representing 8.00% of the ordinary shares in issue at that date.

1. James Forese has an interest in 23,000, Steven Guggenheimer has an interest in 3,000, Dr José Antonio Meade Kuribreña has an interest in 3,000, Eileen Murray has an interest in 15,000 and Jackson Tai has an interest in 13,303 listed American Depositary Shares ("ADS"), which are categorised as equity derivatives under Part XV of the Securities and Futures Ordinance of Hong Kong. Each ADS represents five HSBC ordinary shares.

2. Executive Directors' other interests in HSBC ordinary shares arising from the HSBC Savings-Related Share Option Plan (UK) and the HSBC Share Plan 2011 are set out in the Scheme interests in the Directors' remuneration report on pages 273 to 274 of the 2021 Annual Report & Accounts. At 10 March 2022, the aggregate interests under the Securities and Futures Ordinance of Hong Kong in HSBC ordinary shares, including interests arising through employee share plans and the interests above were: Noel Quinn - 3,793,122; and Ewen Stevenson - 3,080,697. Each Director's total interests represents 0.02% of the shares in issue and 0.02% of the shares in issue excluding treasury shares.

3. Jackson Tai has a non-beneficial interest in 11,965 shares of which he is custodian.

Online User Guide to the Lumi Platform

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