2nd May 2025 15:00
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2 May 2025
(Hong Kong Stock Code: 5)
HSBC Holdings plc
Poll results of 2025 Annual General Meeting
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 8, 11, 14, 16 and 17 were passed as ordinary resolutions and resolutions 9, 10, 12, 13, 15, 18 and 19 were passed as special resolutions.
In line with the Board's recommendation, the shareholder-requisitioned resolution 20 failed.
The table below shows the votes cast on each resolution.
Votes cast on each resolution
| VOTESFOR | % OF VOTES CAST | VOTESAGAINST | % OF VOTES CAST | VOTESTOTAL | % OF ISC VOTED*
| VOTESWITHHELD |
1. To receive the Annual Report & Accounts 2024 | 8,932,256,552 | 99.95 | 4,142,357 | 0.05 | 8,936,398,909 | 50.56% | 31,021,428 |
2. To approve the Directors' Remuneration Report | 8,807,418,532 | 98.34 | 148,870,299 | 1.66 | 8,956,288,831 | 50.68% | 11,202,665 |
3.To approve the Directors' Remuneration Policy | 8,609,641,462 | 96.10 | 349,032,069 | 3.90 | 8,958,673,531 | 50.69% | 8,780,440 |
4. (a) To elect Manveen (Pam) Kaur as a Director | 8,940,638,543 | 99.83 | 15,484,120 | 0.17 | 8,956,122,663 | 50.68% | 11,270,859 |
4. (b) To re-elect Geraldine Buckingham as a Director | 8,950,761,272 | 99.91 | 8,094,637 | 0.09 | 8,958,855,909 | 50.69% | 8,574,299 |
4. (c) To re-elect Rachel Duan as a Director | 8,919,211,843 | 99.56 | 39,571,297 | 0.44 | 8,958,783,140 | 50.69% | 8,321,065 |
4. (d) To re-elect Georges Elhedery as a Director | 8,949,836,971 | 99.92 | 6,799,272 | 0.08 | 8,956,636,243 | 50.68% | 10,531,433 |
4. (e) To re-elect Dame Carolyn Fairbairn as a Director | 8,887,135,034 | 99.20 | 71,640,617 | 0.80 | 8,958,775,651 | 50.69% | 8,489,447 |
4.(f) To re-elect James Forese as a Director | 8,950,699,279 | 99.91 | 7,807,234 | 0.09 | 8,958,506,513 | 50.69% | 8,610,006 |
4.(g) To re-elect Ann Godbehere as a Director | 8,948,764,416 | 99.89 | 9,868,994 | 0.11 | 8,958,633,410 | 50.69% | 8,569,565 |
4.(h) To re-elect Steven Guggenheimer as a Director | 8,953,293,004 | 99.94 | 5,119,915 | 0.06 | 8,958,412,919 | 50.69% | 8,776,141 |
4.(i) To re-elect Dr José Antonio Meade Kuribreña as a Director | 8,879,514,623 | 99.12 | 78,818,828 | 0.88 | 8,958,333,451 | 50.69% | 8,667,410 |
4.(j) To re-elect Kalpana Morparia as a Director | 8,938,569,939 | 99.77 | 20,179,223 | 0.23 | 8,958,749,162 | 50.69% | 8,596,988 |
4.(k) To re-elect Eileen Murray as a Director | 8,953,097,581 | 99.94 | 5,655,264 | 0.06 | 8,958,752,845 | 50.69% | 8,587,125 |
4.(l) To re-elect Brendan Nelson as a Director | 8,936,345,041 | 99.76 | 21,817,147 | 0.24 | 8,958,162,188 | 50.69% | 9,019,661 |
4.(m) To re-elect Swee Lian Teo as a Director | 8,953,103,910 | 99.93 | 5,831,863 | 0.07 | 8,958,935,773 | 50.69% | 8,247,508 |
4.(n) To re-elect Sir Mark E Tucker as a Director | 8,822,576,135 | 98.48 | 136,594,436 | 1.52 | 8,959,170,571 | 50.69% | 7,979,609 |
5. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company | 8,882,991,858 | 99.20 | 71,595,888 | 0.80 | 8,954,587,746 | 50.67% | 12,441,262 |
6. To authorise the Group Audit Committee to determine the remuneration of the Auditor | 8,954,828,262 | 99.95 | 4,887,454 | 0.05 | 8,959,715,716 | 50.70% | 7,517,345 |
7. To authorise the Company to make political donations | 8,754,835,812 | 97.71 | 205,475,491 | 2.29 | 8,960,311,303 | 50.70% | 7,039,523 |
8. To authorise the Directors to allot shares | 8,517,826,841 | 95.12 | 436,528,602 | 4.88 | 8,954,355,443 | 50.67% | 12,893,855 |
9. To disapply pre-emption rights (special resolution) | 8,904,438,462 | 99.57 | 38,582,206 | 0.43 | 8,943,020,668 | 50.60% | 23,995,702 |
10. To further disapply pre-emption rights for acquisitions (special resolution) | 8,885,750,302 | 99.36 | 57,542,643 | 0.64 | 8,943,292,945 | 50.60% | 23,695,185 |
11. To authorise the Directors to allot any repurchased shares | 8,903,044,205 | 99.43 | 50,932,324 | 0.57 | 8,953,976,529 | 50.66% | 13,222,148 |
12. To authorise the Company to purchase its own ordinary shares (special resolution) | 8,953,147,621 | 99.95 | 4,646,175 | 0.05 | 8,957,793,796 | 50.69% | 9,411,784 |
13. To approve the form of share repurchase contract (special resolution) | 8,952,673,483 | 99.95 | 4,503,119 | 0.05 | 8,957,176,602 | 50.68% | 10,056,610 |
14. To authorise the Directors to allot equity securities in relation to the issue of Contingent Convertible Securities | 8,867,109,093 | 99.04 | 85,655,520 | 0.96 | 8,952,764,613 | 50.66% | 13,918,488 |
15. To disapply pre-emption rights in relation to the issue of Contingent Convertible Securities (special resolution) | 8,826,898,622 | 98.60 | 125,020,147 | 1.40 | 8,951,918,769 | 50.65% | 14,632,230 |
16. To authorise the Directors to offer a scrip dividend alternative | 8,944,781,275 | 99.93 | 6,518,300 | 0.07 | 8,951,299,575 | 50.65% | 12,884,191 |
17. To amend the rules of the HSBC Share Plan 2011 | 8,716,852,849 | 97.33 | 239,261,675 | 2.67 | 8,956,114,524 | 50.68% | 10,286,595 |
18. Cancellation of share premium account and capital redemption reserve (special resolution) | 8,951,532,215 | 99.95 | 4,750,846 | 0.05 | 8,956,283,061 | 50.68% | 10,116,944 |
19. To call general meetings (other than an AGM) on 14 clear days' notice (special resolution) | 8,509,683,747 | 94.99 | 448,753,739 | 5.01 | 8,958,437,486 | 50.69% | 8,022,755 |
20. Shareholder requisitioned resolution: Midland Clawback Campaign (special resolution) | 348,171,859 | 3.90 | 8,585,892,316 | 96.10 | 8,934,064,175 | 50.55% | 32,355,286 |
* based on total issued share capital (the "ISC") as at 12.01am (London time) on Thursday 1 May 2025. The Company held no ordinary shares in treasury. | |||||||
2. Other
· Computershare Investor Services PLC, the Company's Share Registrar, acted as scrutineer of the poll on all resolutions.
· A copy of the resolutions passed at the AGM (other than resolutions concerning ordinary business) has been submitted to the UK Financial Conduct Authority for publication, and will shortly be available for inspection via the National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
· As at 12.01am (London time) on Thursday 1 May 2025, 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 17,673,109,992. The Company held no ordinary shares 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 13.39(5A) of the Hong Kong Listing Rules all Directors attended the AGM, except for Steven Guggenheimer who was unable to attend the meeting.
· 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: Sir Mark Edward Tucker*, Georges Bahjat Elhedery, Geraldine Joyce Buckingham†, Rachel Duan†, Dame Carolyn Julie Fairbairn†, James Anthony Forese†, Ann Frances Godbehere†, Steven Craig Guggenheimer†, Manveen (Pam) Kaur, Dr José Antonio Meade Kuribreña†, Kalpana Jaisingh Morparia†, Eileen K Murray†, Brendan Robert Nelson† and Swee Lian Teo†.
* Non-executive Group Chairman
† Independent non-executive Director
For and on behalf of
HSBC Holdings plc
Aileen Taylor
Company Secretary
Related Shares:
HSBC Holdings