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 J Mackay, 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 of an interest arising from the 2011 deferred award of Restricted Shares under the HSBC Share Plan;

(ii) Acquisition of an interest in 23,241 shares arising from the 2011 non-deferred award of Restricted Shares under the HSBC Share Plan; and

(iii) Disposal of an interest in 4,395 shares by the Trustee of the HSBC Share Plan who sold sufficient shares to meet the tax liability arising on the immediate vesting of the non-deferred award in (ii) above. The interest in the balance of 18,846 shares from the non-deferred award has been transferred to Mr Mackay as beneficial owner and must be retained for six months.

5

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

(i) 34,862

(ii) 23,241

6

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

(iii) 4,395

7

Price per share or value of transactions

(i) and (ii) N/A

(iii) £6.3906

8

Date and place of transactions

15 March 2011, London

9

Date issuer informed of transactions

17 March 2011

10

Total holding following notification

340,819

11

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

Kalpna Dubasia, Assistant Secretary, 020 7991 0592

12

Date of notification

17 March 2011