REG - HSBC Holdings PLC - Result of AGM

HSBC HoldingsAnnouncement

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RNS Number : 2941H  HSBC Holdings PLC  02 May 2025

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Limited take no responsibility for the contents of this document, make no
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the whole or any part of the contents of this document.

 

2 May 2025

(Hong Kong Stock Code: 5)

 

HSBC Holdings plc

 

Poll results of 2025 Annual General Meeting

 

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 8, 11, 14, 16 and 17 were passed as ordinary resolutions and
resolutions 9, 10, 12, 13, 15, 18 and 19 were passed as special resolutions.

In line with the Board's recommendation, the shareholder-requisitioned
resolution 20 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 & Accounts 2024                                 8,932,256,552  99.95            4,142,357      0.05             8,936,398,909  50.56%           31,021,428
 2. To approve the Directors' Remuneration Report                                8,807,418,532  98.34            148,870,299    1.66             8,956,288,831  50.68%           11,202,665
 3.To approve the Directors' Remuneration Policy                                 8,609,641,462  96.10            349,032,069    3.90             8,958,673,531  50.69%           8,780,440
 4.      (a) To elect Manveen (Pam) Kaur as a Director                           8,940,638,543  99.83            15,484,120     0.17             8,956,122,663  50.68%           11,270,859
 4.      (b) To re-elect Geraldine Buckingham as a Director                      8,950,761,272  99.91            8,094,637      0.09             8,958,855,909  50.69%           8,574,299
 4.      (c) To re-elect Rachel Duan as a Director                               8,919,211,843  99.56            39,571,297     0.44             8,958,783,140  50.69%           8,321,065
 4.      (d) To re-elect Georges Elhedery as a Director                          8,949,836,971  99.92            6,799,272      0.08             8,956,636,243  50.68%           10,531,433
 4.      (e) To re-elect Dame Carolyn Fairbairn as a Director                    8,887,135,034  99.20            71,640,617     0.80             8,958,775,651  50.69%           8,489,447
 4.(f) To re-elect James Forese as a Director                                    8,950,699,279  99.91            7,807,234      0.09             8,958,506,513  50.69%           8,610,006
 4.(g) To re-elect Ann Godbehere as a Director                                   8,948,764,416  99.89            9,868,994      0.11             8,958,633,410  50.69%           8,569,565
 4.(h) To re-elect Steven Guggenheimer as a Director                             8,953,293,004  99.94            5,119,915      0.06             8,958,412,919  50.69%           8,776,141
 4.(i) To re-elect Dr José Antonio Meade Kuribreña as a Director                 8,879,514,623  99.12            78,818,828     0.88             8,958,333,451  50.69%           8,667,410
 4.(j) To re-elect Kalpana Morparia as a Director                                8,938,569,939  99.77            20,179,223     0.23             8,958,749,162  50.69%           8,596,988
 4.(k)  To re-elect Eileen Murray as a Director                                  8,953,097,581  99.94            5,655,264      0.06             8,958,752,845  50.69%           8,587,125
 4.(l) To re-elect Brendan Nelson as a Director                                  8,936,345,041  99.76            21,817,147     0.24             8,958,162,188  50.69%           9,019,661
 4.(m) To re-elect Swee Lian Teo as a Director                                   8,953,103,910  99.93            5,831,863      0.07             8,958,935,773  50.69%           8,247,508
 4.(n)  To re-elect Sir Mark E Tucker as a Director                              8,822,576,135  98.48            136,594,436    1.52             8,959,170,571  50.69%           7,979,609
 5.    To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company        8,882,991,858  99.20            71,595,888     0.80             8,954,587,746  50.67%           12,441,262
 6.    To authorise the Group Audit Committee to determine the remuneration      8,954,828,262  99.95            4,887,454      0.05             8,959,715,716  50.70%           7,517,345
 of the Auditor
 7.    To authorise the Company to make political donations                      8,754,835,812  97.71            205,475,491    2.29             8,960,311,303  50.70%           7,039,523
 8.    To authorise the Directors to allot shares                                8,517,826,841  95.12            436,528,602    4.88             8,954,355,443  50.67%           12,893,855
 9.    To disapply pre-emption rights (special resolution)                       8,904,438,462  99.57            38,582,206     0.43             8,943,020,668  50.60%           23,995,702
 10.  To further disapply pre-emption rights for acquisitions (special           8,885,750,302  99.36            57,542,643     0.64             8,943,292,945  50.60%           23,695,185
 resolution)
 11.  To authorise the Directors to allot any repurchased shares                 8,903,044,205  99.43            50,932,324     0.57             8,953,976,529  50.66%           13,222,148
 12.  To authorise the Company to purchase its own ordinary shares (special      8,953,147,621  99.95            4,646,175      0.05             8,957,793,796  50.69%           9,411,784
 resolution)
 13. To approve the form of share repurchase contract (special resolution)       8,952,673,483  99.95            4,503,119      0.05             8,957,176,602  50.68%           10,056,610
 14.  To authorise the Directors to allot equity securities in relation to the   8,867,109,093  99.04            85,655,520     0.96             8,952,764,613  50.66%           13,918,488
 issue of Contingent Convertible Securities
 15.  To disapply pre-emption rights in relation to the issue of Contingent      8,826,898,622  98.60            125,020,147    1.40             8,951,918,769  50.65%           14,632,230
 Convertible Securities (special resolution)
 16. To authorise the Directors to offer a scrip dividend alternative            8,944,781,275  99.93            6,518,300      0.07             8,951,299,575  50.65%           12,884,191
 17.  To amend the rules of the HSBC Share Plan 2011                             8,716,852,849  97.33            239,261,675    2.67             8,956,114,524  50.68%           10,286,595
 18. Cancellation of share premium account and capital redemption reserve        8,951,532,215  99.95            4,750,846      0.05             8,956,283,061  50.68%           10,116,944
 (special resolution)
 19. To call general meetings (other than an AGM) on 14 clear days' notice       8,509,683,747  94.99            448,753,739    5.01             8,958,437,486  50.69%           8,022,755
 (special resolution)
 20. Shareholder requisitioned resolution: Midland Clawback Campaign (special    348,171,859    3.90             8,585,892,316  96.10            8,934,064,175  50.55%           32,355,286
 resolution)
 * based on total issued share capital (the "ISC") as at 12.01am (London time)
 on Thursday 1 May 2025. The Company held no ordinary shares in treasury.

2.         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 1 May 2025, 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 17,673,109,992. 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, except for Steven Guggenheimer who was unable to
attend the meeting.

·    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: 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(†), Manveen (Pam) Kaur, 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

 

For and on behalf of

HSBC Holdings plc

 

Aileen Taylor

Company Secretary

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