REG - HSBC Holdings PLC - HSBC Holdings PLC – Share buy-back

HSBC HoldingsAnnouncement

02/08/2023 09:30

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RNS Number : 0564I  HSBC Holdings PLC  02 August 2023

2 August 2023

HSBC HOLDINGS PLC SHARE BUY-BACK

HSBC Holdings plc ("HSBC") announces that, as outlined in its announcement on
1 August 2023, it will commence a share buy-back of HSBC's ordinary shares of
US$0.50 each ("Ordinary Shares") for up to a maximum consideration of
US$2,000,000,000 (the "Buy-back"). The purpose of the Buy-back is to reduce
HSBC's outstanding Ordinary Shares.

HSBC has entered into irrevocable, non-discretionary buy-back agreements with
Merrill Lynch International ("Merrill Lynch") to enable the purchase of
Ordinary Shares by Merrill Lynch, acting as principal, during the period
running from 3 August 2023 and ending no later than 26 October 2023 (subject
to regulatory approval remaining in place), for an aggregate purchase price of
up to US$2,000,000,000 and the simultaneous on-sale of such Ordinary Shares by
Merrill Lynch to HSBC.

Merrill Lynch will make trading decisions in relation to the Buy-back
independently of HSBC. Any purchases of Ordinary Shares will be carried out on
the London Stock Exchange, Cboe Europe Limited (through the BXE and CXE order
books) and/or Turquoise (together, the "UK Venues") and/or The Stock Exchange
of Hong Kong Limited ("Hong Kong Stock Exchange").

The repurchases on the UK Venues will be implemented as "on Exchange"
transactions (as such term is defined in the rules of the London Stock
Exchange) and will be "market purchases" for the purposes of the Companies Act
2006. The repurchases on the Hong Kong Stock Exchange will be "off-market" for
the purposes of the Companies Act 2006 but will be transactions which occur
"on Exchange" for the purposes of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited ("Hong Kong Listing
Rules") and which constitute an "on-market share buy-back" for the purposes of
the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs ("Hong Kong
Buy-back Code").

The repurchases will take place in accordance with certain pre-set parameters
and in accordance with (and subject to limits prescribed by) HSBC's general
authority to repurchase Ordinary Shares granted by its shareholders at HSBC's
annual general meeting on 5 May 2023 (the "2023 Authority"), Chapter 12 of the
Financial Conduct Authority's Listing Rules, Article 5(1) of the Market Abuse
Regulation (EU) No 596/2014 (as it forms part of domestic law of the United
Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the "Withdrawal
Act")), the Commission Delegated Regulation (EU) No 2016/1052 (as it forms
part of domestic law of the United Kingdom by virtue of the Withdrawal Act),
the Hong Kong Listing Rules, the Hong Kong Buy-back Code and applicable US
federal securities laws.

Ordinary Shares purchased under the Buy-back will be cancelled.

The maximum number of Ordinary Shares that may be repurchased under the
Buy-back is 1,739,352,174, being the number of Ordinary Shares able to be
repurchased under the 2023 Authority, as reduced by the number of Shares
repurchased by the Company since the 2023 Authority was granted.

Investor enquiries to:
Richard
O'Connor                                  +44
(0) 20 7991 6590                 investorrelations@hsbc.com

Media enquiries to:
Gillian
James
+44 (0) 20 7992 0516                 gillian.james@hsbcib.com

Note to editors:

HSBC Holdings plc

HSBC Holdings plc, the parent company of the HSBC Group, is headquartered in
London. The HSBC Group serves customers worldwide from offices in 62 countries
and territories. With assets of US$3,041bn at 30 June 2023, HSBC is one of the
world's largest banking and financial services organisations.

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