Last checked at 24 Apr 2020 15:00
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24 April 2020
(Hong Kong Stock Code: 5)
HSBC Holdings plc
Poll results of 2020 Annual General Meeting
1. Poll Results
Following its Annual General Meeting ("AGM") held today, HSBC Holdings plc (the "Company") announces the results of the poll vote for each of the resolutions set out in the Notice of AGM.
Resolutions 1 to 7, 10, 12 and 14 to 16 were passed as ordinary resolutions and resolutions 8, 9, 11, 13 and 17 were passed as special resolutions.
In line with the Board's recommendation, resolution 18 was not passed.
The following table shows the votes cast on each resolution:
VOTESFOR | % OF VOTES CAST | VOTESAGAINST | % OF VOTES CAST | VOTESTOTAL | % OF ISC VOTED*
| VOTESWITHHELD | |
1. To receive the Annual Report and Accounts 2019 | 9,061,010,216 | 99.02 | 89,747,334 | 0.98 | 9,150,757,550 | 44.93 | 39,719,447 |
2. To approve the Directors' Remuneration Report | 8,842,653,970 | 96.47 | 323,238,790 | 3.53 | 9,165,892,760 | 45.01 | 36,605,397 |
3. (a) To elect Noel Quinn as a Director | 9,154,007,314 | 99.80 | 18,742,371 | 0.20 | 9,172,749,685 | 45.04 | 29,837,067 |
3. (b) To re-elect Laura Cha as a Director | 9,133,962,559 | 99.58 | 38,644,371 | 0.42 | 9,172,606,930 | 45.04 | 29,751,039 |
3.(c) To re-elect Henri de Castries as a Director | 9,056,349,856 | 98.73 | 116,154,873 | 1.27 | 9,172,504,729 | 45.04 | 29,343,134 |
3. (d) To re-elect Irene Lee as a Director | 8,962,518,084 | 97.70 | 210,797,540 | 2.30 | 9,173,315,624 | 45.04 | 28,982,827 |
3.(e) To re-elect José Antonio Meade Kuribreña as a Director | 9,148,900,179 | 99.74 | 24,130,533 | 0.26 | 9,173,030,712 | 45.04 | 29,246,894 |
3.(f) To re-elect Heidi Miller as a Director | 9,151,276,277 | 99.76 | 22,032,752 | 0.24 | 9,173,309,029 | 45.04 | 28,959,296 |
3.(g) To re-elect David Nish as a Director | 9,130,421,212 | 99.57 | 39,785,374 | 0.43 | 9,170,206,586 | 45.03 | 29,079,860 |
3.(h) To re-elect Ewen Stevenson as a Director | 9,136,269,071 | 99.61 | 36,154,425 | 0.39 | 9,172,423,496 | 45.04 | 29,759,612 |
3.(i) To re-elect Jackson Tai as a Director | 9,107,086,414 | 99.28 | 66,093,012 | 0.72 | 9,173,179,426 | 45.04 | 29,064,580 |
3.(j) To re-elect Mark Tucker as a Director | 8,997,867,319 | 99.00 | 90,947,881 | 1.00 | 9,088,815,200 | 44.63 | 113,458,043 |
3.(k) To re-elect Pauline van der Meer Mohr as a Director | 9,057,913,046 | 98.75 | 114,903,061 | 1.25 | 9,172,816,107 | 45.04 | 29,028,718 |
4. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company | 9,064,834,109 | 99.56 | 39,829,502 | 0.44 | 9,104,663,611 | 44.71 | 97,866,152 |
5. To authorise the Group Audit Committee to determine the remuneration of the Auditor | 9,131,842,633 | 99.54 | 42,160,681 | 0.46 | 9,174,003,314 | 45.05 | 28,607,566 |
6. To authorise the Company to make political donations | 8,971,671,597 | 98.54 | 132,626,061 | 1.46 | 9,104,297,658 | 44.71 | 98,534,059 |
7. To authorise the Directors to allot shares | 8,718,789,898 | 95.05 | 453,960,964 | 4.95 | 9,172,750,862 | 45.04 | 29,200,982 |
8. To disapply pre-emption rights (special resolution) | 9,101,642,155 | 99.28 | 65,820,870 | 0.72 | 9,167,463,025 | 45.02 | 34,303,133 |
9. To further disapply pre-emption rights for acquisitions (special resolution) | 8,976,342,462 | 97.91 | 191,180,582 | 2.09 | 9,167,523,044 | 45.02 | 34,182,594 |
10. To authorise the Directors to allot any repurchased shares | 8,991,433,355 | 98.04 | 179,976,405 | 1.96 | 9,171,409,760 | 45.03 | 30,748,810 |
11. To authorise the Company to purchase its own ordinary shares (special resolution) | 9,058,245,024 | 98.75 | 114,891,231 | 1.25 | 9,173,136,255 | 45.04 | 29,636,687 |
12. To authorise the Directors to allot equity securities in relation to Contingent Convertible Securities | 8,977,658,476 | 97.92 | 190,903,636 | 2.08 | 9,168,562,112 | 45.02 | 33,306,270 |
13. To disapply pre-emption rights in relation to the issue of Contingent Convertible Securities (special resolution) | 8,862,685,779 | 96.68 | 304,772,201 | 3.32 | 9,167,457,980 | 45.02 | 34,278,321 |
14. To amend the rules of the HSBC Share Plan 2011 | 9,038,273,325 | 98.57 | 130,680,034 | 1.43 | 9,168,953,359 | 45.02 | 32,749,625 |
15. To amend the rules of the HSBC Holdings Savings-Related Share Option Plan (UK) | 9,086,246,045 | 99.09 | 83,712,951 | 0.91 | 9,169,958,996 | 45.03 | 31,879,244 |
16. To amend the rules of the HSBC Holdings UK Share Incentive Plan and the HSBC International Employee Share Purchase Plan | 9,110,137,201 | 99.37 | 57,996,744 | 0.63 | 9,168,133,945 | 45.02 | 33,834,245 |
17. To call general meetings (other than an AGM) on 14 clear days' notice (special resolution) | 8,326,813,738 | 90.77 | 846,376,911 | 9.23 | 9,173,190,649 | 45.04 | 28,993,334 |
18. Shareholder requisitioned resolution regarding the Midland Bank defined benefit pension scheme (special resolution) | 282,143,318 | 3.08 | 8,879,788,198 | 96.92 | 9,161,931,516 | 44.99 | 39,941,890 |
* based on total issued share capital (the "ISC") (excluding 325,273,407 ordinary shares held in treasury) as at 12.01am (London time) on Thursday 23 April 2020.
2. Other
- Computershare Investor Services PLC, the Company's Share Registrar, acted as scrutineer of the poll on all resolutions.
- Copies of the resolutions passed at the AGM (other than resolutions concerning ordinary business) have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
- As at 12.01am (London time) on Thursday 23 April 2020, the total number of issued ordinary shares of US$0.50 each entitling the holders to attend and vote on all the resolutions at the AGM was 20,365,117,704, which excludes 325,273,407 ordinary shares held in treasury. A 'vote withheld' is not a vote in law and is therefore not counted in the calculation of the proportion of the votes 'for' and 'against' a resolution.
- In accordance with Rule 13.40 of the Hong Kong Listing Rules there were no shares entitling the holder to attend and abstain from voting in favour of any of the resolutions. No shareholder was required under the Hong Kong Listing Rules to abstain from voting.
As at the time of this announcement, the following are Directors of the Company: Mark Tucker*, Noel Quinn, Laura Cha†, Henri de Castries†, Irene Lee†, José Antonio Meade Kuribreña†, Heidi Miller†, David Nish†, Ewen Stevenson, Jackson Tai† and Pauline van der Meer Mohr†.
* Non-executive Group Chairman
† Independent non-executive Director
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Group Company Secretary and Chief Governance Officer