HSBC Holdings Regulatory News (HSBA)

28 May 2021

HSBC Holdings plc

Poll results of 2021 Annual General Meeting

and

Changes to Board and Committee Composition

1. Poll Results

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

Resolutions 1 to 7, 10 and 12 were passed as ordinary resolutions and resolutions 8, 9, 11 and 13 to 15 were passed as special resolutions.

In line with the Board's recommendation, resolution 16 was not passed.

The following table shows the votes cast on each resolution:

* 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 27 May 2021.

2. Board & Committee Changes

Laura Cha, Henri de Castries and Heidi Miller retired from the Board at the conclusion of the AGM. For the purposes of section 430(2B) of the Companies Act 2006, they will each receive their pro-rata entitlement to non-executive director fees for the month of May 2021 and are not entitled to any payments for loss of office.

The following changes to the Committee structure took effect from the conclusion of the AGM:

· Laura Cha, Henri de Castries and Heidi Miller stepped down from the Committees of which they were members following their retirement from the Board;

· Eileen Murray stepped down as a member of the Group Audit Committee;

· Pauline van der Meer Mohr stepped down as a member of the Group Risk Committee;

· Irene Lee stepped down as a member of the Group Remuneration Committee; and

· Dr José Antonio Meade Kuribreña was appointed as an additional member of the Group Remuneration Committee.

Accordingly, at the conclusion of the 2021 AGM, the composition of the principal Board committees will be as follows:

1 The Company announced earlier in the year that Dame Carolyn Fairbairn and Rachel Duan will be joining the Board on 1 September 2021. They will both become members of the Group Remuneration Committee and Nomination & Corporate Governance Committee. Dame Carolyn Fairbairn will also become a member of the Group Risk Committee.

2 David Nish stepped down from the Group Remuneration Committee on 23 February 2021.

3. 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 27 May 2021, 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 20,426,038,216, 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, James Anthony Forese†, Steven Guggenheimer†, Irene Lee†, José Antonio Meade Kuribreña†, Eileen K Murray†, 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