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

HSBC HoldingsAnnouncement

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RNS Number : 4875H  HSBC Holdings PLC  06 May 2025

6 May 2025

HSBC HOLDINGS PLC SHARE BUY-BACK

HSBC Holdings plc ("HSBC") announces that, as outlined in its announcement on
29 April 2025, 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$3,000,000,000 (three billion) (the "Buy-back"). The purpose of the Buy-back
is to reduce HSBC's outstanding Ordinary Shares.

HSBC has entered into non-discretionary buy-back agreements with Morgan
Stanley & Co. International plc ("Morgan Stanley") to enable the purchase
of Ordinary Shares by Morgan Stanley, acting as principal, during the period
running from 7 May 2025 and ending no later than 25 July 2025 (subject to
regulatory approval remaining in place), for an aggregate purchase price of up
to US$3,000,000,000 (three billion) and the simultaneous on-sale of such
Ordinary Shares by Morgan Stanley to HSBC.

Morgan Stanley 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, Aquis 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 authority
to make market purchases and off-market purchases of its Ordinary Shares, in
each case granted by its shareholders at HSBC's annual general meeting on 2
May 2025 (the "2025 Authority"), Chapter 9 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, as amended (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 repurchased under the Buy-back will be cancelled.

The maximum number of Ordinary Shares that may be repurchased under the
Buy-back is 1,780,490,250, being the number of Ordinary Shares able to be
repurchased under the 2025 Authority.

Investor enquiries to:
Neil Sankoff                              +44 (0)
20 7991 5072                 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. HSBC serves customers worldwide from offices in 58 countries and
territories. With assets of US$3,054bn at 31 March 2025, HSBC is one of the
world's largest banking and financial services organisations.

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