REG - HSBC Holdings PLC - Overseas Regulatory Announcement - Grant of Awards
07/11/2024 10:00
For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241107:nRSG3554La&default-theme=true
RNS Number : 3554L HSBC Holdings PLC 07 November 2024
The following is the text of an announcement released to the Stock Exchange of
Hong Kong Limited on 7 November 2024 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.
7 November 2024
(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 5 November 2024, HSBC Holdings plc (the "Company") granted conditional
awards ("Awards") to directors, employees and former employees to subscribe
for a total of 1,114,351 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 41,720
Individual tax liabilities in respect of the vesting of the Awards were
satisfied in cash. The number of Shares is therefore net of tax.
Closing market price of the ordinary shares on the London Stock Exchange on GBP 7.224
the date of grant
Purchase price of Awards granted GBP 0
Vesting period of the Awards Fixed Pay Allowance awards ("FPA Awards") are delivered in immediately vested
shares subject to a retention period and released on a pro-rata basis over 5
years, starting from March 2025.
The Company views it as appropriate for the FPA Awards to vest immediately and
not to be subject to a vesting period for two reasons:
(1) that FPA Awards form part of fixed pay rather than variable pay and
vesting conditions would not normally apply to fixed pay; and
(2) the FPA Awards are subject to a retention period, during which time the
Directors cannot sell the shares, which has the same effect as a vesting
period.
Performance Targets and Clawback The FPA Awards are not subject to performance conditions as they form part of
the director's Fixed Pay.
The FPA Awards are not subject to clawback as they form part of the director's
Fixed Pay.
Arrangements for the Company or a subsidiary to provide financial assistance None
to the grantees
Grants to other grantees:
Category of grantee Employees
Number of shares under Awards 1,072,631
Closing market price of the ordinary shares on the London Stock Exchange on GBP 7.224
the date of grant
Purchase price of Awards granted GBP 0
Vesting period of the Awards Group and local Material Risk Takers may be subject to 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.
FPA Awards are delivered in immediately vested shares subject to a retention
period and released on a pro-rata basis over 5 years, starting from March
2025.
The Company views it as appropriate for the FPA Awards to vest immediately and
not to be subject to a vesting period for two reasons:
(1) that FPA Awards form part of fixed pay rather than variable pay and
vesting conditions would not normally apply to fixed pay; and
(2) the FPA Awards are subject to a retention period, during which time the
shares cannot be sold, which has the same effect as a vesting period.
The vesting period for certain other awards will align to the completion of
the relevant project for which the Award was granted.
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.
The FPA Awards are not subject to performance conditions as they form part of
Fixed Pay.
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.
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.
The FPA Awards are not subject to clawback as they form part of Fixed Pay.
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 946,894,438.
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 249,460,082.
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(†), 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 with limited liability. Registered in England: number
617987
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
. END MSCKZMGMRNRGDZGRecent news on HSBC Holdings
See all newsREG - HSBC Holdings PLC - Transaction in Own Shares
AnnouncementREG - iShares Physical - Publication of Final Terms
AnnouncementREG - iShares Physical - Publication of Final Terms
AnnouncementREG - iShares Physical - Publication of Final Terms
AnnouncementREG - iShares Physical - Publication of Final Terms
Announcement