REG - HSBC Holdings PLC - Result of AGM

HSBC HoldingsAnnouncement

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RNS Number : 6539D  HSBC Holdings PLC  08 May 2026

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.

 

 

 

8 May 2026

(Hong Kong Stock Code: 5)

 

HSBC Holdings plc

 

Poll results of 2026 Annual General Meeting

and

Changes to Board and Committee Composition

1.        Poll Results

Following its Annual General Meeting ("AGM") held today, HSBC Holdings plc
(the "Company") announces the results of the poll vote for each of the
resolutions set out in the Notice of AGM.

Resolutions 1 to 7, 10 and 13 were passed as ordinary resolutions and
resolutions 8, 9, 11, 12, 14 and 15 were passed as special resolutions.

In line with the Board's recommendation, shareholder-requisitioned resolutions
16 and 17 failed.

The table below shows the votes cast on each resolution.

Votes cast on each resolution

 

                                                                                 VOTES          % OF VOTES CAST  VOTES          % OF VOTES CAST  VOTES          % OF ISC VOTED*  VOTES

FOR
AGAINST
TOTAL

WITHHELD

 1.  To receive the Annual Report and Accounts 2025                              9,352,267,376  99.25            71,071,843     0.75             9,423,339,219  54.84%           15,039,501
 2. To approve the Directors' Remuneration Report                                9,110,413,542  96.57            323,952,392    3.43             9,434,365,934  54.90%           3,688,841
 3. (a) To elect Wei Sun Christianson as a Director                              9,383,396,726  99.46            50,818,523     0.54             9,434,215,249  54.90%           3,961,511
 3. (b) To re-elect Geraldine Buckingham as a Director                           9,263,343,716  98.19            171,213,916    1.81             9,434,557,632  54.90%           3,514,326
 3. (c) To re-elect Rachel Duan as a Director                                    9,368,067,422  99.30            66,499,082     0.70             9,434,566,504  54.90%           3,541,969
 3. (d) To re-elect Georges Elhedery as a Director                               9,399,389,308  99.62            35,729,210     0.38             9,435,118,518  54.91%           2,997,787
 3. (e) To re-elect Dame Carolyn Fairbairn as a Director                         9,392,370,895  99.55            42,639,462     0.45             9,435,010,357  54.91%           3,111,787
 3.(f) To re-elect James Forese as a Director                                    8,651,535,493  91.94            758,035,542    8.06             9,409,571,035  54.76%           28,499,994
 3.(g)  To re-elect Steven Guggenheimer as a Director                            9,398,284,753  99.62            36,312,755     0.38             9,434,597,508  54.90%           3,570,258
 3.(h)   To re-elect Manveen (Pam) Kaur as a Director                            9,387,532,646  99.50            47,043,595     0.50             9,434,576,241  54.90%           3,464,675
 3.(i) To re-elect Dr José Antonio Meade Kuribreña as a Director                 9,368,852,101  99.30            65,652,891     0.70             9,434,504,992  54.90%           3,578,043
 3.(j) To re-elect Kalpana Morparia as a Director                                9,356,603,367  99.17            77,879,065     0.83             9,434,482,432  54.90%           3,589,734
 3.(k)   To re-elect Eileen Murray as a Director                                 9,397,292,345  99.60            37,284,636     0.40             9,434,576,981  54.90%           3,510,168
 3.(l) To re-elect Brendan Nelson as a Director                                  8,699,120,727  92.26            730,000,615    7.74             9,429,121,342  54.87%           8,979,231
 3.(m)   To re-elect Swee Lian Teo as a Director                                 9,224,761,321  97.78            209,703,921    2.22             9,434,465,242  54.90%           3,572,199
 4.    To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company        9,091,694,668  96.36            343,512,650    3.64             9,435,207,318  54.91%           3,092,352
 5.    To authorise the Group Audit Committee to determine the remuneration      9,257,604,031  98.11            177,973,124    1.89             9,435,577,155  54.91%           2,796,720
 of the Auditor
 6.    To authorise the Company to make political donations                      9,275,981,112  98.33            157,525,885    1.67             9,433,506,997  54.90%           4,778,627
 7.    To authorise the Directors to allot shares                                8,935,473,732  94.71            499,066,007    5.29             9,434,539,739  54.90%           3,744,260
 8.    To disapply pre-emption rights (special resolution)                       9,328,507,195  98.89            104,250,412    1.11             9,432,757,607  54.89%           5,451,361
 9.    To further disapply pre-emption rights for acquisitions (special          9,328,998,960  98.90            104,105,590    1.10             9,433,104,550  54.90%           5,131,145
 resolution)
 10.  To authorise the Directors to allot any repurchased shares                 9,402,864,808  99.69            28,947,230     0.31             9,431,812,038  54.89%           6,346,566
 11.  To authorise the Company to purchase its own ordinary shares (special      9,421,642,524  99.88            11,269,982     0.12             9,432,912,506  54.89%           5,453,795
 resolution)
 12. To approve the form of share repurchase contract (special resolution)       9,421,583,660  99.89            10,265,033     0.11             9,431,848,693  54.89%           6,445,841
 13.  To authorise the Directors to allot equity securities in relation to the   9,392,529,084  99.56            41,436,871     0.44             9,433,965,955  54.90%           4,330,007
 issue of Contingent Convertible Securities
 14.  To disapply pre-emption rights in relation to the issue of Contingent      9,375,497,716  99.39            57,895,092     0.61             9,433,392,808  54.90%           4,902,375
 Convertible Securities (special resolution)
 15. To call general meetings (other than an AGM) on 14 clear days' notice       8,983,238,425  95.21            451,830,712    4.79             9,435,069,137  54.91%           3,320,271
 (special resolution)
 16. Shareholder requisitioned resolution: Midland Clawback Campaign 1 (special  368,772,377    3.92             9,042,765,063  96.08            9,411,537,440  54.77%           26,712,918
 resolution)
 17. Shareholder requisitioned resolution: Midland Clawback Campaign 2 (special  378,937,083    4.02             9,037,226,680  95.98            9,416,163,763  54.80%           22,098,904
 resolution)
 * based on total issued share capital (the "ISC") as at 12.01am (London time)
 on Thursday 7 May 2026. The Company held no ordinary shares in treasury.

2.         Changes to Board and Committee Composition

Changes to the Board and Committee composition, which took effect from the
conclusion of the AGM, were announced on 6 May 2026.

3.         Other

·    Computershare Investor Services PLC, the Company's Share Registrar,
acted as scrutineer of the poll on all resolutions.

·   A copy of the resolutions passed at the AGM (other than resolutions
concerning ordinary business) has been submitted to the UK Financial Conduct
Authority for publication, and will shortly be available for inspection via
the National Storage Mechanism which is located at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

·    As at 12.01am (London time) on Thursday 7 May 2026, the total number
of issued ordinary shares of US$0.50 each entitling the holders to attend and
vote on all the resolutions at the AGM was 17,183,563,842. The Company held no
ordinary shares in treasury. A vote 'withheld' is not a vote in law and is
therefore not counted in the calculation of the proportion of the votes 'for'
and 'against' a resolution.

·    In accordance with Rule 13.39(5A) of the Hong Kong Listing Rules all
Directors attended the AGM.

·    In accordance with Rule 13.40 of the Hong Kong Listing Rules there
were no shares entitling the holder to attend and abstain from voting in
favour of any of the resolutions. No shareholder was required under the Hong
Kong Listing Rules to abstain from voting.

 

As at the time of this announcement, the following are Directors of the
Company: Brendan Robert Nelson(*), Georges Bahjat Elhedery, Geraldine Joyce
Buckingham(†), Wei Sun Christianson(†), Rachel Duan(†), Dame Carolyn
Julie Fairbairn(†), James Anthony Forese(†), Steven Craig
Guggenheimer(†), Manveen (Pam) Kaur, Dr José Antonio Meade Kuribreña(†),
Richard Henry Meddings(†), Kalpana Jaisingh Morparia(†), Eileen K
Murray(†) and Swee Lian Teo(†).

 

* Independent non-executive Chairman

(†) Independent non-executive Director

 

For and on behalf of

HSBC Holdings plc

 

Angela McEntee

Group Company Secretary

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