REG - HSBC Holdings PLC - Overseas Regulatory Announcement - Grant of Awards
11/03/2026 11:00
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RNS Number : 2314W HSBC Holdings PLC 11 March 2026
The following is the text of an announcement released to The Stock Exchange of
Hong Kong Limited on 11 March 2026 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.
11 March 2026
(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 9 March 2026, HSBC Holdings plc (the "Company") granted conditional awards
("Awards") to directors, employees and former employees to subscribe for a
total of 35,019,686 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 Directors:
Name of grantee Georges Elhedery
Relationship between the grantee and the Company Director of the Company
Number of shares under Awards 842,628
Closing market price of the ordinary shares on the London Stock Exchange on GBP 12.51
the date of grant
Purchase price of Awards granted GBP 0
Vesting period of the Awards As disclosed in the Directors Remuneration Report in the Annual Report and
Accounts 2025, two awards have been granted to Georges Elhedery:
50% of the 2025 annual incentive award is delivered in immediately vested
shares subject to a retention period of 12 months.
The 2026-2028 Long Term Incentive ("LTI") award will, subject to the
performance outcome, vest in five equal instalments starting from the third
anniversary of the grant date. Upon each vesting, a 12-month retention period
applies.
The Company views it as appropriate for the annual incentive award to vest
immediately and not to be subject to a vesting period for two reasons:
1) The annual incentive is a non-deferred portion of the Directors
remuneration, which must be partly delivered in shares to comply with UK
regulation.
2) The annual incentive share award is subject to a retention period of 12
months, during which time the Directors cannot sell the shares.
Performance Targets and Clawback The immediately vested shares are not subject to forward looking performance
conditions as they form part of the annual incentive for which performance is
measured over the preceding performance year.
The LTI award is subject to the following performance conditions as detailed
in the Directors Remuneration Report in the Annual Report and Accounts 2025:
Measure Weighting
Average Return on Tangible Equity ("RoTE") with Common Equity Tier 1 ("CET1") 42.5%
underpin
Environment 15%
Relative Total Shareholder Return ("TSR") 42.5%
Clawback applies to the 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
Name of grantee Manveen (Pam) Kaur
Relationship between the grantee and the Company Director of the Company
Number of shares under Awards 491,419
Closing market price of the ordinary shares on the London Stock Exchange on GBP 12.51
the date of grant
Purchase price of Awards granted GBP 0
Vesting period of the Awards As disclosed in the Directors Remuneration Report in the Annual Report and
Accounts 2025, two awards have been granted to Manveen (Pam) Kaur:
50% of the 2025 annual incentive award is delivered in immediately vested
shares subject to a retention period of 12 months.
The 2026-2028 LTI award will, subject to the performance outcome, vest in five
equal instalments starting from the third anniversary of the grant date. Upon
each vesting, a 12-month retention period applies.
The Company views it as appropriate for the annual incentive award to vest
immediately and not to be subject to a vesting period for two reasons:
1) The annual incentive is a non-deferred portion of the Directors
remuneration, which must be partly delivered in shares to comply with UK
regulation.
2) The annual incentive share award is subject to a retention period of 12
months, during which time the Directors cannot sell the shares.
Performance Targets and Clawback The immediately vested shares are not subject to forward looking performance
conditions as they form part of the annual incentive for which performance is
measured over the preceding performance year.
The LTI award is subject to the following performance conditions as detailed
in the Directors Remuneration Report in the Annual Report and Accounts 2025:
Measure Weighting
Average RoTE with CET1 underpin 42.5%
Environment 15%
Relative TSR 42.5%
Clawback applies to the 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
Clawback applies to the 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
to the grantees
None
Name of grantee
Manveen (Pam) Kaur
Relationship between the grantee and the Company
Director of the Company
Number of shares under Awards
491,419
Closing market price of the ordinary shares on the London Stock Exchange on
the date of grant
GBP 12.51
Purchase price of Awards granted
GBP 0
Vesting period of the Awards
As disclosed in the Directors Remuneration Report in the Annual Report and
Accounts 2025, two awards have been granted to Manveen (Pam) Kaur:
50% of the 2025 annual incentive award is delivered in immediately vested
shares subject to a retention period of 12 months.
The 2026-2028 LTI award will, subject to the performance outcome, vest in five
equal instalments starting from the third anniversary of the grant date. Upon
each vesting, a 12-month retention period applies.
The Company views it as appropriate for the annual incentive award to vest
immediately and not to be subject to a vesting period for two reasons:
1) The annual incentive is a non-deferred portion of the Directors
remuneration, which must be partly delivered in shares to comply with UK
regulation.
2) The annual incentive share award is subject to a retention period of 12
months, during which time the Directors cannot sell the shares.
Performance Targets and Clawback
The immediately vested shares are not subject to forward looking performance
conditions as they form part of the annual incentive for which performance is
measured over the preceding performance year.
The LTI award is subject to the following performance conditions as detailed
in the Directors Remuneration Report in the Annual Report and Accounts 2025:
Measure Weighting
Average RoTE with CET1 underpin 42.5%
Environment 15%
Relative TSR 42.5%
Clawback applies to the 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
to the grantees
None
Grants to other grantees:
Category of grantee Employees and former employees
Number of shares under Awards 33,685,639
Closing market price of the ordinary shares on the London Stock Exchange on GBP 12.51
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 five years, as required under the relevant remuneration regulations.
Awards may be subject to a 12-month retention period following vesting.
Immediately vested share awards may be subject to a 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
12-months, during which time the shares cannot be sold.
The vesting period for retention awards will align to the completion of the
relevant project for which the Award was granted.
Performance Targets and Clawback The Group Operating Committee additionally participate in the 2026-2028 LTI.
The LTI award is subject to the following performance conditions as detailed
in the Directors Remuneration Report in the Annual Report and Accounts 2025:
Measure Weighting
Average RoTE with CET1 underpin 42.5%
Environment 15%
Relative TSR 42.5%
Certain other awards are subject to the completion of a strategically
important project.
No performance targets apply to any other 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.
Clawback applies to the 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 1,062,671,787.
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 311,358,956.
Certain other awards are subject to the completion of a strategically
important project.
No performance targets apply to any other 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.
Clawback applies to the 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
to the grantees
None
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 1,062,671,787.
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 311,358,956.
For and on behalf of
HSBC Holdings plc
Angela McEntee
Group Company Secretary
The Board of Directors of HSBC Holdings plc as at the date of this
announcement comprises: Brendan Robert Nelson*, Georges Bahjat Elhedery,
Geraldine Joyce Buckingham†, Wei Sun Christianson†, 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† and Swee Lian
Teo†.
* Independent non-executive 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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