DESCRIPTION OF ORDINARY SHARES
HSBC Holdings ordinary shares of nominal value $0.50 each (the shares) will be offered solely in connection with the offer
of any contingent convertible securities (which may be converted into ordinary shares pursuant to the terms of such contingent convertible securities).
The following is a summary of the material terms of the shares, as set out in the Articles of Association and relevant provisions of the
Companies Act 2006. Holders of the shares (the shareholders) are encouraged to read the Articles of Association and shareholders resolutions passed at HSBC Holdings AGM relating to the authority of our board of directors (the
board) to allot shares. A copy of the Articles of Association has been filed as an exhibit to the registration statement of which this prospectus forms a part.
General
At the 2017 AGM, the
shareholders passed an ordinary resolution granting the board the general and unconditional authority pursuant to, and for the purposes of, section 551 of the Companies Act 2006 to exercise all the powers of HSBC Holdings to allot shares and to
grant rights to subscribe for, or to convert any security into, shares up to a specified aggregate nominal amount.
Subject to certain
specified limitations described below, the board was given the authority to allot shares (a) up to an aggregate nominal amount of $1,986,691,641, including for the allotment of shares and rights to subscribe for, or to convert any security
into, shares pursuant to the terms of any share plan for employees of HSBC, (b) up to an aggregate nominal amount of $3,311,152,735 in connection with (i) an offer or invitation to (x) shareholders, in proportion to the respective
number of shares held by them, and (y) holders of other securities, bonds, debentures or warrants which, in accordance with the rights attaching thereto, are entitled to participate in such an offer or invitation or as the board considers
necessary and (ii) any scrip dividend scheme or similar arrangements implemented in accordance with the Articles of Association, (c) comprising equity securities (as defined in section 560 of the Companies Act 2006) up to an aggregate
nominal amount of $6,622,305,470 in connection with a rights issue to (i) shareholders, in proportion to the respective number of shares held by them, and (ii) holders of other securities, bonds, debentures or warrants which, in accordance
with the rights attaching thereto, are entitled to participate in such an offer or invitation or as the board considers necessary and (d) up to an aggregate nominal amount of £150,000 (in the form of 15,000,000
non-cumulative
preference shares of £0.01 each), 150,000 (in the form of 15,000,000
non-cumulative
preference shares of 0.01 each) and US$150,000 (in the
form of 15,000,000
non-cumulative
preference shares of US$0.01 each). However, (i) no more than $3,311,152,735 can be allotted or granted under clauses (a) and (b) on a combined basis and
(ii) no more than $6,622,305,470 can be allotted under clauses (a), (b) and (c) on a combined basis.
In addition, the board was
given the authority to allot shares up to an aggregate nominal amount of $1,986,691,641 in relation to any issue by HSBC Holdings of contingent convertible securities that automatically convert into or are exchanged for shares in prescribed
circumstances. See
Description of Contingent Convertible Securities
.
These authorities will expire at the earlier of
the conclusion of the 2018 AGM or at the close of business on June 30, 2018, following which we will need to seek a new general authority to allot shares.
HSBC Holdings maintains a principal share register in London and overseas branch share registers in Bermuda and Hong Kong.
Voting
Unless otherwise required by the
Companies Act 2006 or the Articles of Association, the shareholders vote by ordinary resolution (such as for the election of directors, the declaration of a dividend, the appointment of auditors or the grant of authority to allot shares) at general
meetings.
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