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

(i),(ii),(iii) and (iv) R E T Bennett, a person discharging managerial responsibilities

(v)and (vi) H M Bennett, spouse of R E T Bennett, 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 transaction

(i) Acquisition/Scrip dividend

(ii) Acquisition/reinvestment of dividend on HSBC Holdings UK Share Incentive Plan holding

(iii) Acquisition/reinvestment of dividend in ISAs

(iv) Release by the Trustee of 91 shares representing the scrip dividend for the 2010 fourth interim dividend in respect of the partial vesting of the total shareholder return part of the 2008 Performance Share award under the HSBC Share Plan that vested on 4 April 2011. The Trustee of the Plan:

(a) sold 47 shares to meet the tax liability; and

(b) transferred 44 shares to R E T Bennett as beneficial owner.

(v) Acquisition/reinvestment of dividend in ISAs

(vi) Acquisition/Scrip dividend

5

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

(i) 2,424

(ii) 28

(iii) 79

(iv)(b) 44

(v) 66

(vi) 93

6

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

(iv)(a) 47

7

Price per share or value of transactions

(i), (iv)(b) and (vi) US$10.2564

(ii) £6.515

(iii) and (v) £6.4799

(iv)(a) £6.4877

8

Date and place of transactions

5 May 2011, London

9

Date issuer informed of transactions

10 May 2011

10

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

Louisa Jenkinson, Senior Assistant Secretary, 0207 991 0593

11

Date of notification

10 May 2011