HSBC Holdings Regulatory News (HSBA)

Name of grantee

Noel Quinn

Relationship between the grantee and the Company

Director of the Company

Number of shares under Awards

49,291

Individual tax liabilities in respect of the vesting of the Awards were satisfied in cash. The number of Shares is therefore net of tax.

Closing market price of the ordinary shares on the London Stock Exchange on the date of grant

GBP 6.083

Purchase price of Awards granted

GBP 0

Vesting period of the Awards

Fixed Pay Allowance awards ("FPA Awards") are delivered in immediately vested shares subject to a retention period and released on a pro-rata basis over 5 years, starting from March 2024.

The Company views it as appropriate for the FPA Awards to vest immediately and not to be subject to a vesting period for two reasons:

(1) that FPA Awards form part of fixed pay rather than variable pay and vesting conditions would not normally apply to fixed pay; and

(2) the FPA Awards are subject to a retention period, during which time the Directors and former employees cannot sell the shares, which has the same effect as a vesting period.

Performance Targets and Clawback

The FPA Awards are not subject to performance conditions as they form part of the director's Fixed Pay.

The FPA Awards are not subject to clawback as they form part of the director's Fixed Pay.

Arrangements for the Company or a subsidiary to provide financial assistance to the grantees

None

Name of grantee

Georges Elhedery

Relationship between the grantee and the Company

Director of the Company

Number of shares under Awards

31,459

Individual tax liabilities in respect of the vesting of the Awards were satisfied in cash. The number of Shares is therefore net of tax.

Closing market price of the ordinary shares on the London Stock Exchange on the date of grant

GBP 6.083

Purchase price of Awards granted

GBP 0

Vesting period of the Awards

FPA Awards are delivered in immediately vested shares subject to a retention period and released on a pro-rata basis over 5 years, starting from March 2024.

The Company views it as appropriate for the FPA Awards to vest immediately and not to be subject to a vesting period for two reasons:

(1) that FPA Awards form part of fixed pay rather than variable pay and vesting conditions would not normally apply to fixed pay; and

(2) the FPA Awards are subject to a retention period, during which time the Directors and former employees cannot sell the shares, which has the same effect as a vesting period.

Performance Targets and Clawback

The FPA Awards are not subject to performance conditions as they form part of the director's Fixed Pay.

The FPA Awards are not subject to clawback as they form part of the director's Fixed Pay.

Arrangements for the Company or a subsidiary to provide financial assistance to the grantees

None

Grants to other grantees:

Category of grantee

Employees

Number of shares under Awards

1,232,844

Closing market price of the ordinary shares on the London Stock Exchange on the date of grant

GBP 6.083

Purchase price of Awards granted

GBP 0

Vesting period of the Awards

Group and local Material Risk Takers may be subject to longer vesting periods of up to seven years, as required under the relevant remuneration regulations. Awards may be subject to a six- or 12-month retention period following vesting.

Immediately vested share awards may be subject to a six- or 12-month retention period following vesting.

The vesting period for buy-out awards for new hires generally mirror those of the forfeited awards from the previous employer. Where the forfeited award was subject to a post vesting retention period, a retention period will be applied to the buy-out award.

Performance Targets and Clawback

No performance targets apply to any Plan Awards on the basis that the Awards are a form of deferred bonus to meet regulatory requirements in the UK. Performance targets instead attach to the initial award of the Variable Pay.

Buy-out awards are subject to clawback where the forfeited award of the relevant employee's former employer was subject to clawback. Where the employee's forfeited award was not subject to clawback, no clawback terms are applied to the replacement HSBC award.

Clawback applies to all other Plan Awards in line with the Company's regulatory obligations as set out in the Company's internal clawback policy.

Arrangements for the Company or a subsidiary to provide financial assistance to the grantees

None

Number of shares available for future grant under the plan mandate

The Plan is subject to two limits on the number of Shares committed to be issued under all Plan Awards:

1. 10% of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by the Company granted in the previous 10 years. The number of Shares available to issue under this limit is 968,197,366.

2. 5% of the ordinary share capital of the Company in issue immediately before that day, when added to the number of Shares which have been issued, or committed to be issued, to satisfy Awards under the Plan. The number of Shares available to issue under this limit is 235,923,730.