Director/PDMR Shareholding

1

Name of the issuer

HSBC Holdings plc

2

Name of the person discharging managerial responsibilities or, where applicable, the name of the person connected with a person discharging managerial responsibilities

Sean O'Sullivan, a person discharging managerial responsibilities

3

Description of shares (including class), debentures, derivatives or any other financial instruments relating to shares

US$0.50 ordinary shares

4

State the nature of the transactions

i) Acquisition / scrip dividend on an award under the HSBC Share Plan.

ii) Under the HSBC Share Plan, an award of restricted shares was made in 2011 to Sean O'Sullivan in respect of performance year 2010. 13,898 ordinary shares were allotted to Sean O'Sullivan on 17/03/2014 upon the vesting of the third and final tranche of this award, subject to a 6 month retention period. Sean O'Sullivan instructed the Trustees of the Plan to sell on his behalf 6,533 shares to meet the tax liability arising upon the vesting of this award. The interest in the balance of 7,365 shares has been transferred to Sean O'Sullivan as beneficial owner.

5

Number of shares, derivatives or any other financial instruments relating to shares acquired

i) 248

6

Number of shares, derivatives or any other financial instruments relating to shares disposed

ii) 6,533

7

Price per share or value of transaction

i) US$10.4431

ii) £5.9768

8

Date and place of transactions

17 March 2014, London

9

Date issuer informed of transactions

17 March 2014

10

Name of duly authorised officer/official of issuer responsible for making notification

Elaine Williams, Deputy Company Secretary, 020 7991 2600

11

Date of notification

18 March 2014