DESCRIPTION OF ORDINARY SHARES
HSBC Holdings ordinary shares of nominal value $0.50 each (the ordinary shares) will be offered solely in connection with
the offer of any contingent capital securities (which may be converted into ordinary shares pursuant to the terms of such contingent capital securities).
The following is a summary of the material terms of the ordinary shares, as set out in the Articles of Association and relevant provisions of
the Companies Act 2006. Holders of ordinary shares are encouraged to read the Articles of Association and shareholders resolutions passed at HSBC Holdings Annual General Meeting (AGM) relating to the authority of our board of
directors (the board) to allot shares. A copy of the Articles of Association has been filed as an exhibit to the registration statement of which this prospectus forms a part.
General
At the 2023 AGM, the holders of
ordinary shares passed an ordinary resolution granting the board the general and unconditional authority pursuant to, and for the purposes of, section 551 of the Companies Act 2006 to exercise all the powers of HSBC Holdings to allot ordinary shares
and to grant rights to subscribe for, or to convert any security into, ordinary shares up to a specified aggregate nominal amount.
Subject to certain specified limitations described below, the board was given the authority to allot ordinary shares and to grant rights to
subscribe for, or to convert any security into, shares in the HSBC Holdings (a) up to an aggregate nominal amount of $1,997,127,937, (b) up to an aggregate nominal amount of $3,328,546,562 in connection with an offer or invitation to
(x) holders of ordinary shares, in proportion to the respective number of ordinary shares held by them, and (y) holders of other securities, bonds, debentures or warrants which, in accordance with the rights attaching thereto, are entitled
to participate in such an offer or invitation or as the board considers necessary, (c) comprising equity securities (as defined in section 560 of the Companies Act 2006) up to an aggregate nominal amount of $6,657,093,124 in connection with a
rights issue to (i) holders of ordinary shares, in proportion to the respective number of ordinary shares held by them, and (ii) holders of other securities, bonds, debentures or warrants which, in accordance with the rights attaching
thereto, are entitled to participate in such an offer or invitation or as the board considers necessary and (d) up to an aggregate nominal amount of £150,000 (in the form of 15,000,000
non-cumulative preference shares of £0.01 each), 150,000 (in the form of 15,000,000 non-cumulative preference shares of 0.01 each) and US$150,000 (in
the form of 15,000,000 non-cumulative preference shares of US$0.01 each). However, (i) no more than $3,328,546,562 can be allotted or granted under clauses (a) and (b) on a combined basis and
(ii) no more than $6,657,093,124 can be allotted under clauses (a), (b) and (c) on a combined basis.
In addition, the board was
given the authority to allot ordinary shares up to an aggregate nominal amount of $1,997,127,937 in relation to any issue by HSBC Holdings of contingent convertible securities that automatically convert into or are exchanged for ordinary shares in
prescribed circumstances. See Description of Contingent Capital Securities.
These authorities will expire at the
earlier of the conclusion of the 2024 AGM or at the close of business on June 30, 2024, following which we will need to seek a new general authority to allot shares.
HSBC Holdings maintains a principal share register in London and overseas branch share registers in Bermuda and Hong Kong.
Voting
Unless otherwise required by the
Companies Act 2006 or the Articles of Association, the holders of ordinary shares vote by ordinary resolution (such as for the election of directors, the declaration of a dividend, the appointment of auditors or the grant of authority to allot
shares) at general meetings.
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