HSBC Holdings PLC — Proxy Solicitation & Information Statement 2018

Mar 7, 2018

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 21 February 2018, 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 advice is personal to the registered holder(s) named below and is not transferable.

HSBC

You may give instructions electronically through the Registrar's Investor Centre at www.investorcentre.co.uk. Before using this facility you will need to register with 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 which is by close of business on 22 March 2018.

Please use a black pen. Print in BLOCK CAPITALS inside the boxes.

A B C 1 2 3

Form of Election

If you wish to receive the fourth interim dividend for 2017 in cash (payable on 6 April 2018) in the currency shown in box 4 below, you should take no action and do not need to sign or return this form. The alternatives available to you are described in the letter dated 7 March 2018 which is available at www.hsbc.com/dividends or, if you have elected to receive printed communications, which accompanies this form. This form is not a summary of the letter dated 7 March 2018 and should not be regarded as a substitute for reading it, which you are encouraged to do.

1. Number of ordinary shares as at 23 February 2018 ('record date')	2. Maximum dividend available (includes any residual amount)	3. Maximum entitlement to new shares at US$10.0177 per share	4. Currency in which your dividend will be paid

If you wish to receive the maximum entitlement to new shares please insert a 'X' in the appropriate box:

(i) For this dividend only ☐
(ii) for this and subsequent dividends* ☐

If you wish to receive a combination of new shares and/or cash please indicate the number of ordinary shares on which you wish to receive new shares and/or the number of ordinary shares on which you wish to receive cash.

	Number of ordinary shares
New shares
GBP
USD
HKD
Total**

If you elect to receive new shares on less than the number of ordinary shares registered in your name on the record date and no further currency elections are made, the balance of your dividend will be paid in the currency shown in box 4.

To the Directors of HSBC Holdings plc

I/We* the undersigned, being the registered holder(s) at the close of business on 23 February 2018 of ordinary shares in HSBC Holdings plc, hereby give notice that, in respect of the number of ordinary shares I/we irrevocably elect to receive, instead of the fourth interim dividend for 2017 of US$0.21 per ordinary share, an allotment of new shares, credited as fully paid, on the terms of the letter dated 7 March 2018 and subject to the Articles of Association of the Company. If so indicated, 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 March 2018, 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.

• 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. If the form is not signed correctly, you will receive the dividend as if you had not returned it.

All enquiries regarding this form should be addressed to the Registrar: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ, United Kingdom (telephone: +44 (0) 370 702 0137, email via website: www.investorcentre.co.uk/contactus).

HSBC Holdings plc

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

CCS1290

DRP01

12ETVC D03

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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.

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 a 'X' in one box only)

sterling ☐
United States dollars ☐
Hong Kong dollars ☐

DIVIDEND PAYMENT INSTRUCTION

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 bank account details you have previously given.

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:
Branch:
Address:

Bank Sort Code:
Bank Account Number:
Reference or Roll Number: (if applicable)

Dividends payable in United States dollars

Bank:
Branch:
Address:

Please insert a 'X' if this is a Savings Account
SAVINGS ACCOUNT

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:

Dividends payable in Hong Kong dollars

Bank:
Branch:
Address:

Bank Number: Branch Number:
Bank Account Number:

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 of your dividends in that currency or, if none have been given, they will be sent to your registered address.

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, the One Currency Election and/or Dividend Payment Instruction should be executed under its common seal or by a duly authorised representative.

Completed forms must be returned to the Registrar at the address shown below. Any instructions received after 22 March 2018 will not apply for the fourth interim dividend for 2017 but only to subsequent dividends. All enquiries regarding this form should be addressed to the Registrar: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ (telephone: +44 (0) 370 702 0137, email via website: www.investorcentre.co.uk/contactus).

12ETVC D03

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HSBC

ATTENDANCE FORM

The Annual General Meeting of HSBC Holdings plc will be held at 11.00am on Friday, 20 April 2018 at the Queen Elizabeth II Conference Centre, Broad Sanctuary, London SW1P 3EE (please see map overleaf). If you wish to attend please sign this form, bring it with you and hand it in on arrival. This will facilitate your entry to the Annual General Meeting.

Shareholder Reference Number

If you would like to submit your form of proxy electronically via the internet go to www.hsbc.com/proxy. For best results, we recommend you use the latest vendor supported release of the following browsers: Microsoft Internet Explorer, Mozilla Firefox, Apple Safari or Google Chrome. You will be asked to enter the Shareholder Reference Number and PIN which are printed opposite and agree to certain terms and conditions.

Shareholder Reference Number

Personal Identification Number (PIN)

FORM OF PROXY

HSBC Holdings plc Annual General Meeting to be held on Friday, 20 April 2018

I/We, being a shareholder/shareholders of HSBC Holdings plc (the "Company"), hereby appoint as my/our proxy to vote and act for me/us and on my/our behalf at the Annual General Meeting ("AGM") and at any adjournment thereof, the chairman of the AGM (see note 1 overleaf)

or

☐

(*Insert here the number of shares your proxy may vote if less than your total holding – see note 1 overleaf):

☐ Please tick here if this proxy appointment is one of multiple appointments being made (see note 1 overleaf).

I/We desire this form of proxy to be used as indicated by an 'X' in the relevant box below (see note 2 overleaf).

	FOR	AGAINST	WITHHELD		FOR	AGAINST	WITHHELD
1. To receive the Annual Report & Accounts 2017	☐	☐	☐	4. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company	☐	☐	☐
2. To approve the Directors' Remuneration Report	☐	☐	☐	5. To authorise the Group Audit Committee to determine the remuneration of the Auditor	☐	☐	☐
3. (a) To elect Mark Tucker as a Director	☐	☐	☐	6. To authorise the Company to make political donations	☐	☐	☐
(b) To elect John Flint as a Director	☐	☐	☐	7. To authorise the Directors to allot shares	☐	☐	☐
(c) To re-elect Kathleen Casey as a Director	☐	☐	☐	8. To disapply pre-emption rights (special resolution)	☐	☐	☐
(d) To re-elect Laura Cha as a Director	☐	☐	☐	9. To further disapply pre-emption rights for acquisitions (special resolution)	☐	☐	☐
(e) To re-elect Henri de Castries as a Director	☐	☐	☐	10. To authorise the Directors to allot any repurchased shares	☐	☐	☐
(f) To re-elect Lord Evans of Weardale as a Director	☐	☐	☐	11. To authorise the Company to purchase its own ordinary shares (special resolution)	☐	☐	☐
(g) To re-elect Irene Lee as a Director	☐	☐	☐	12. To authorise the Directors to allot equity securities in relation to Contingent Convertible Securities	☐	☐	☐
(h) To re-elect Heidi Miller as a Director	☐	☐	☐	13. To disapply pre-emption rights in relation to the issue of Contingent Convertible Securities (special resolution)	☐	☐	☐
(i) To re-elect Marc Moses as a Director	☐	☐	☐	14. To authorise the Directors to offer a scrip dividend alternative	☐	☐	☐
(k) To re-elect David Nish as a Director	☐	☐	☐	15. To approve amendments to the Articles of Association (special resolution)	☐	☐	☐
(l) To re-elect Jonathan Symonds as a Director	☐	☐	☐	16. To approve general meetings (other than annual general meetings) being called on 14 clear days' notice (special resolution)	☐	☐	☐
(m) To re-elect Jackson Tai as a Director	☐	☐	☐
(n) To re-elect Pauline van der Meer Mohr as a Director	☐	☐	☐

Signature(s)

(see notes 5, 6 and 7)

Dated ………………………………………… 2018

HSB

33

EXT1362

+

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Notes

1. If you wish to appoint as proxy another person (who need not be a shareholder of the Company), please insert the name of that other person in the box provided and delete the words "the chairman of the AGM". Any alteration made to this form of proxy must be initialed by the person who signs it. A shareholder may appoint more than one proxy, provided that each proxy is appointed to exercise the rights attached to a different share or shares held by the shareholder. To appoint more than one proxy, a photocopy of this form of proxy may be used or additional forms may be obtained from: Computershare Investor Services PLC, PO Box 1064, The Pavilions, Bridgwater Road, Bristol BS99 6BD, United Kingdom; Computershare Hong Kong Investor Services Limited, Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong SAR; or Investor Relations team, HSBC Bank Bermuda Limited, 37 Front Street, Hamilton HM 11, Bermuda. If the proxy is being appointed with authority to vote less than your total holding please indicate in the box marked with an asterisk the number of shares your proxy is to vote. If the box marked with an asterisk is left blank your proxy will be deemed to be authorised to vote your total holding (or if this form of proxy has been issued in respect of a designated account for a shareholder, the total holding for that designated account).

2. If you wish your proxy to cast your votes for or against a resolution you may insert an 'X' in the appropriate box. If you do not wish your proxy to vote on any particular resolution, you may insert an 'X' in the 'Vote Withheld' box. A 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the votes 'For' and 'Against' a resolution. If you do not indicate how your proxy is to vote, you will be deemed to have authorised your proxy to vote or to withhold your vote as your proxy thinks fit. Your proxy will also be entitled to vote at his or her discretion on any other resolution properly put to the AGM.

3. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), changes to entries on the principal register of members of the Company maintained in England (the 'Principal Register') or either the Hong Kong or Bermuda Overseas Branch Registers of the Company (the 'Branch Registers') after 12.01am (London time) on Thursday, 19 April 2018 or 12.01am (London time) on the day immediately before the day of any adjourned meeting (as the case may be) shall be disregarded in determining the rights of a shareholder to attend or vote at the AGM or any adjourned meeting (as the case may be). Accordingly, a shareholder entered on either the Principal Register or the Branch Registers at 12.01am (London time) on Thursday, 19 April 2018 or 12.01am (London time) on the day immediately before the day of any adjourned meeting (as the case may be) shall be entitled to attend and vote at the AGM or any adjourned meeting (as the case may be) in respect of the number of such shares entered against the shareholder's name at that time.

4. Particulars of the Directors standing for election and re-election are set out in the explanatory notes in the Notice of AGM.

5. This form of proxy must be signed by the shareholder or the shareholder's attorney or, if the shareholder is a corporation, be under seal or signed by a duly authorised representative.

6. In the case of joint registered holders of any share, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names of the holders stand in the Principal Register or the Branch Registers as appropriate.

7. In order to be valid, this form of proxy (and any power of attorney or other authority, if any, under which it is signed, or a copy of such authority certified notarially or in some other way approved by the Board) must be deposited by 11.00am (London time) on Wednesday, 18 April 2018 or not less than 48 hours before the time of the holding of any adjourned meeting at the offices of the registrar, Computershare Investor Services PLC, PO Box 1064, The Pavilions, Bridgwater Road, Bristol BS99 6BD, United Kingdom; or Computershare Hong Kong Investor Services Limited, Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong SAR; or Investor Relations team, HSBC Bank Bermuda Limited, 37 Front Street, Hamilton HM 11, Bermuda. Instructions to appoint another proxy must also be received by the registrar by the deadline for receipt of a form of proxy. In the case of an appointment of a proxy submitted in electronic form, such appointment must be received by 11.00am (London time) on Wednesday, 18 April 2018 or not less than 48 hours before the time of the holding of any adjourned meeting. It should be noted, however, that any power of attorney or other authority relating to an appointment of a proxy cannot be submitted electronically and must be deposited as referred to above for the appointment to be valid. Completion and return of the form of proxy will not preclude a shareholder from attending or voting in person.