HSBC Holdings PLC — Proxy Solicitation & Information Statement 2011

Dec 7, 2011

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about this document or as to the action you should take, you should consult a stockbroker, solicitor, accountant or other appropriate independent professional adviser. If you sold or transferred all or some of your ordinary shares on or before 22 November 2011, but those shares are included in the number shown in box 1, you should, without delay, consult the stockbroker or other agent through whom the sale or transfer was effected for advice on the action you should take. This Form is personal to the registered holder(s) named below and is not transferable.

MR SAM SAMPLE DESIGNATION (IF ANY) MR JOINT HOLDER 1 ADD1 ADD2 ADD3 ADD4					Take no action if you wish to receive cash in the currency shown in box 4 below. To give other instructions for this dividend, please complete and return this Form to the Registrars at the address shown overleaf by the close of business on 4 January 2012. Alternatively, you may give instructions electronically through the Registrars' Investor Centre at www.computershare.com/investor/uk. Before using this facility you will need to register with the Investor Centre. You should register without delay so that the formalities can be completed in time for you to give your instructions for this dividend by close of business on 4 January 2012.
	99999	00 00 01		Please use a black pen.	Print in BLOCK CAPITALS	A	B C	1	2 3
(AA111AAZZ)		002CS0124		inside the boxes.			Shareholder Reference Number			Example
							C1234567890 C1234567890			ABCD
Form of Election
If you wish to receive the third interim dividend for 2011 in cash (payable on 18 January 2012) in the currency shown in box 4 below, you should take no action and do not need to sign or return this Form of Election. The alternatives available to you are described in the letter dated 7 December 2011 which is available at www.hsbc.com/dividends or, if you have elected to receive printed communications, accompany this Form. This Form is not a summary of the letter dated 7 December 2011 and should not be regarded as a substitute for reading it, which you are encouraged to do. Before completing this Form, please read the letter dated 7 December 2011 and the guidance notes.
Ordinary shares registered in your name at close of business on 25 November 2011	Maximum dividend available 2 (including any residual dividend entitlement brought forward)		3	Maximum entitlement to new shares at US\$7.4224 (£4.7461) per share			4	will be paid in	Unless you elect otherwise, any dividends payable to you in cash
XXXXXXXXXX	US\$	XXXXXXXXXX			XXXXXXXXXX				XXXXXXXXXX
Section A Complete this section if you wish to receive the maximum entitlement to new shares
I/We wish to receive the maximum entitlement to new shares (please insert a 'X' in the appropriate box):		(i) for this dividend only (see box 3 above);					(ii) for this and for subsequent dividends.
Complete this section with the relevant number of shares if you wish to receive your dividend in cash in a Section B
combination of the available currencies or in a combination of cash and new shares I/We wish to receive my/our dividend in shares and/or cash, based on the number of ordinary shares shown in box 1 above, as follows:
in shares (i) Number of shares on which I wish to receive new shares										shares
in cash (ii) Number of shares on which I wish to receive cash in sterling			GBP							shares
(iii) Number of shares on which I wish to receive cash in US dollars			USD							shares
(iv) Number of shares on which I wish to receive cash in			HKD							shares
Hong Kong dollars Total number of existing shares (the sum of (i) to (iv))				X X	X X X	X	X X	X	X X	X shares
To the Directors of HSBC Holdings plc I/We the undersigned, being the registered holder(s) at the close of business on 25 November 2011 of ordinary shares in HSBC Holdings plc, hereby give notice that, in respect of the number of ordinary shares shown in box 1 above (or, if Section B is completed, such number of my/our existing ordinary shares shown in Section B (i)), I/we irrevocably elect to receive, instead of the third interim dividend for 2011 of US\$0.09 per ordinary share, an allotment of new ordinary shares, credited as fully paid, on the terms of the letter dated 7 December 2011 and subject to the Articles of Association of the Company. If so indicated in Section A (ii) above, I/we wish this election to apply in respect of my/our entire holding on the appropriate record date(s), for and on the same terms as any subsequent offers made to other shareholders and on the terms and conditions relating to the standing instructions set out in the letter dated 7 December 2011, until revoked in writing by me (or my personal representatives)/us (or the personal representatives of the last of us to die). I/We authorise you to send at my/our risk by first-class post or airmail any definitive share certificate(s) issued in respect of any new shares allotted to me/us pursuant to this Form of Election.
Signature (Please sign in box below)	2nd Joint Holder				3rd Joint Holder
4th Joint Holder	Date			Daytime telephone number (if any)

8 Canada Square, London E14 5HQ, United Kingdom. Web: www.hsbc.com

Registered in England: number 617987. Registered Office: 8 Canada Square, London E14 5HQ. Incorporated in England with limited liability

HSB

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If you complete the One Currency Election and/or the Dividend Payment Instruction please sign, date and complete the boxes at the foot of this page before returning the Form of Election to the Registrars.

	ONE CURRENCY ELECTION
				This section need only be completed if you wish to receive any dividends payable in cash in a currency other than that stated in box 4 on page 1.
	a 'X' in one box only)			Until further notice to the contrary, I/we hereby elect to receive any dividends that may be payable to me/us in cash in the following currency (please insert
	Sterling	United States dollars		Hong Kong dollars
	DIVIDEND PAYMENT INSTRUCTION
	bank account details you have previously given.			This section need only be completed if you wish any dividends payable to you in cash to be sent direct to your bank account, or if you wish to change
	Please send any dividends which are to be paid in cash to the credit of my/our bank account(s) specified below.
	Dividends payable in sterling
Bank:				Bank Sort Code:
Branch:
Address:				Bank Account Number:
				Reference or Roll Number: (if applicable)
	Dividends payable in United States dollars
Bank:				Savings Account Please insert a
Branch:				'X' if this is a Savings Account
Address:				ABA/ACH Number:*
				* It is advisable to check with your bank regarding the routing number to be used for a payment to be sent direct to your bank account.
				Bank Account Number:
Bank:	Dividends payable in Hong Kong dollars
				Branch Number: Bank Number:
Branch:
Address:
				Bank Account Number:
	of your dividends in that currency or, if none have been given, they will be sent to your registered address.			If no instructions are given here for dividends payable in cash to be sent to a bank, they will be sent in accordance with instructions you have previously given for the payment
	Compliance by HSBC Holdings plc with this authorisation will discharge it from all liability in respect of dividends so paid. Signature (Please sign in box below)	2nd Joint Holder		3rd Joint Holder
4th Joint Holder		Date	Daytime telephone number (if any)
				* In the case of joint holders ALL must sign. In the case of a corporation, this Form should be executed under its common seal or by a duly authorised representative.

Completed forms must be returned to the Registrars at the address shown below. Any instructions received after 4 January 2012 will not apply for the third interim dividend for 2011 but only to subsequent dividends. All enquiries regarding this Form should be addressed to the Registrars: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6BD (telephone: (44) 0870 702 0137, email via website: www.investorcentre.co.uk/contactus).

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FORM OF ELECTION

GUIDANCE NOTES

• 1. If you wish to receive your maximum entitlement to new shares for this dividend only (the third interim dividend for 2011 payable on 18 January 2012), insert a 'X' in the box in Section A (i). Since no fraction of a share may be issued, any residual dividend entitlement will be carried forward in United States dollars and added to the next dividend on your entire holding of ordinary shares.
• 1. If you wish to receive your maximum entitlement to new shares in lieu of the third interim dividend for 2011 payable on 18 January 2012 and to give a standing instruction to receive the maximum entitlement to new shares for subsequent dividends to which the Scrip Dividend Scheme applies, insert a 'X' in the box in Section A (ii). Since no fraction of a share may be issued, any residual dividend entitlement will be carried forward in United States dollars. This will then be added to the next dividend on your entire holding of shares to determine the number of such new shares to be received under the Scrip Dividend Scheme on that occasion.
• 1. If you wish to receive fewer new shares than your maximum entitlement shown in box 3, or if you wish to receive dividends in cash in a currency/currencies other than the currency shown in box 4, please complete section B as follows:
• Insert the number of existing shares on which you wish to receive new shares in Section B (i).
• Insert the number of existing shares on which you wish to receive cash in sterling in Section B (ii); in United States dollars in Section B (iii); and in Hong Kong dollars in Section B (iv).

Please ensure the aggregate of the numbers of existing shares in Section B (i) to (iv) is equal to the number of ordinary shares registered in your name on 25 November 2011 shown in box 1.

• 1. The number of new shares to be allotted will be calculated as set out in the letter dated 7 December 2011 which is available at www.hsbc.com/dividends or, if you have elected to receive printed communications, accompanies this Form. This Form is not a summary of the letter dated 7 December 2011 and should not be regarded as a substitute for reading it, which you are encouraged to do.
• 1. Unless you elect otherwise, dividends payable in cash will be paid to you in the currency shown in box 4. You need take no action if you wish to receive your entire dividend in that currency.

If you wish to receive any future dividends payable in cash in one currency only, and that is not the currency shown in box 4, please complete the One Currency Election on page 2. If you complete Section B and the One Currency Election, your dividend will be paid in accordance with Section B on this occasion, and your One Currency Election will apply to any subsequent dividends payable to you in cash.

You are not able to give standing instructions for your dividends to be paid in a combination of shares and cash or a combination of the available currencies.

• 1. Dividends payable in sterling or Hong Kong dollars on 18 January 2012 will be converted from United States dollars at the forward exchange rates quoted by HSBC Bank plc in London at or about 11.00 am on 9 January 2012. The exchange rates will be announced to the London, Hong Kong, New York, Paris and Bermuda stock exchanges.
• 1. If the Form is not signed correctly, you will receive the dividend as if you had not returned the Form. In the event that the aggregate of the numbers of existing shares in Section B (i) - (iv) is not equal to the number of ordinary shares registered in your name on 25 November 2011, the Registrars will automatically adjust the numbers (except where no number has been indicated) up or down as appropriate to eliminate the difference, in the following order:

if your shares are on the	if your shares are on the Hong Kong	if your shares are on the
Bermuda Principal Register	Overseas Branch Register	Overseas Branch Register
(i)	(i)	(i)
sterling	Hong Kong dollars	United States dollars
(ii) United States dollars	(ii) United States dollars	(ii) sterling
(iii) Hong Kong dollars	(iii) sterling	(iii) Hong Kong dollars
(iv) new shares	(iv) new shares	(iv) new shares

In the event that you have elected to receive new shares in Section B (i) on less than the number of ordinary shares registered in your name on 25 November 2011 and no further elections are made in Section B (ii) - (iv), the balance of your dividend will be paid in the currency shown in box 4.

1. If you complete Sections A or B on page 1 or any details on page 2, please date, sign and return the Form to the Registrars: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6BD, to reach them on or before 4 January 2012. Please provide a daytime telephone number to enable the Registrars to contact you with any queries regarding your completed Form. If they are unable to contact you to obtain clarification of your intentions, this may result in you not receiving your dividend in the manner you intended.

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