REG - HSBC Holdings PLC - Overseas Regulatory Announcement - Grant of Awards

HSBC HoldingsAnnouncement

15/08/2025 10:00

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RNS Number : 5213V  HSBC Holdings PLC  15 August 2025

The following is the text of an announcement released to The Stock Exchange of
Hong Kong Limited on 15 August 2025 pursuant to rules 17.06A, 17.06B and
17.06C of the Rules Governing the Listing of Securities on The Stock Exchange
of Hong Kong Limited:

 

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong
Limited take no responsibility for the contents of this document, make no
representation as to its accuracy or completeness and expressly disclaim any
liability whatsoever for any loss howsoever arising from or in reliance upon
the whole or any part of the contents of this document.

 

15 August 2025

               (Hong Kong Stock Code: 5)

 

HSBC HOLDINGS PLC
GRANT OF CONDITIONAL AWARDS

This announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of the
Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong
Limited.

 

On 14 August 2025, HSBC Holdings plc (the "Company") granted conditional
awards ("Awards") to employees and former employees to subscribe for a total
of 602,878 ordinary shares of US$0.50 each of the Company ("Shares") under the
HSBC Share Plan 2011 (the "Plan").

 

The following are the details of the grants:

 

 Grants to other grantees:

 Category of grantee                                                           Employees and former employees
 Number of shares under Awards                                                  602,878
 Closing market price of the ordinary shares on the London Stock Exchange on    GBP 9.539
 the date of grant
 Purchase price of Awards granted                                               GBP 0
 Vesting period of the Awards                                                  Under the HSBC Group-wide deferral policy, vesting occurs over a three year
                                                                               period with 33% vesting on the first and second anniversaries of grant and 34%
                                                                               on the third anniversary.

                                                                               Group and local Material Risk Takers may be subject to longer vesting periods
                                                                               of up to seven years, as required under the relevant remuneration regulations.
                                                                               Awards may be subject to a six- or 12-month retention period following
                                                                               vesting.

                                                                               Immediately vested share awards may be subject to a six- or 12-month retention
                                                                               period following vesting.

                                                                               The Company views it as appropriate for the immediately vested share awards to
                                                                               vest immediately and not to be subject to a vesting period for two reasons:

                                                                               1)   The immediately vested share award is a non-deferred portion of the
                                                                               Material Risk Takers remuneration, which must be partly delivered in shares to
                                                                               comply with UK regulation; each employee will also be granted a deferred share
                                                                               award for which the vesting schedule is noted above.

                                                                               2)   The immediately vested share award is subject to a retention period of
                                                                               six- or 12-months, during which time the shares cannot be sold.

                                                                               The vesting period for buy-out awards for new hires generally mirror those of
                                                                               the forfeited awards from the previous employer. Where the forfeited award was
                                                                               subject to a post vesting retention period, a retention period will be applied
                                                                               to the buy-out award.
 Performance Targets and Clawback                                              Certain awards are subject to the completion of a strategically important
                                                                               project.

                                                                               No performance targets apply to any Plan Awards on the basis that the Awards
                                                                               are a form of deferred bonus to meet regulatory requirements in the UK.
                                                                               Performance targets instead attach to the initial award of the Variable Pay.

                                                                               Buy-out awards are subject to clawback where the forfeited award of the
                                                                               relevant employee's former employer was subject to clawback. Where the
                                                                               employee's forfeited award was not subject to clawback, no clawback terms are
                                                                               applied to the replacement HSBC award.

                                                                               Clawback applies to all other Plan Awards in line with the Company's
                                                                               regulatory obligations as set out in the Company's internal clawback policy.
 Arrangements for the Company or a subsidiary to provide financial assistance  None
 to the grantees
 Number of shares available for future grant under the plan mandate            The Plan is subject to two limits on the number of Shares committed to be
                                                                               issued under all Plan Awards:

                                                                               1.   10% of the ordinary share capital of the Company in issue immediately
                                                                               before that day, less the number of Shares which have been issued, or may be
                                                                               issued, to satisfy Awards under the Plan, or options or awards under any other
                                                                               employee share plan operated by the Company granted in the previous 10 years.
                                                                               The number of Shares available to issue under this limit is 998,078,234.

                                                                               2.   5% of the ordinary share capital of the Company in issue immediately
                                                                               before that day, less the number of Shares which have been issued, or may be
                                                                               issued, to satisfy Awards under the Plan. The number of Shares available to
                                                                               issue under this limit is 283,392,004.

For and on behalf of

HSBC Holdings plc

 

Aileen Taylor

Company Secretary

 

The Board of Directors of HSBC Holdings plc as at the date of this
announcement comprises: 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

 

 

HSBC Holdings plc

Registered Office and Group Head Office:

8 Canada Square, London E14 5HQ, United Kingdom Web: www.hsbc.com
(http://www.hsbc.com/)

Incorporated in England and Wales with limited liability. Registration number
617987

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