Overseas Regulatory Announcement - Grant of Awards

HSBC Holdings PLC

28 February 2024

 

The following is the text of an announcement released to the Stock Exchange of Hong Kong Limited on 28 February 2024 pursuant to rules 17.06A, 17.06B and 17.06C of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited:

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.

28 February 2024

(Hong Kong Stock Code: 5)

HSBC HOLDINGS PLC

GRANT OF CONDITIONAL AWARDS

This announcement is made pursuant to Rules 17.06A, 17.06B and 17.06C of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

On 26 February 2024, HSBC Holdings plc (the "Company") granted conditional awards ("Awards") to directors, employees and former employees to subscribe for a total of 77,681,008 ordinary shares of US$0.50 each of the Company ("Shares") under the HSBC Share Plan 2011 (the "Plan").

The following are the details of the grants:

Grants to Directors:

Name of grantee	Noel Quinn
Relationship between the grantee and the Company	Director of the Company
Number of shares under Awards	1,143,808
Closing market price of the ordinary shares on the London Stock Exchange on the date of grant	GBP 5.957
Purchase price of Awards granted	GBP 0
Vesting period of the Awards	As disclosed in the Directors Remuneration Report in the Annual Report and Accounts 2023, two awards have been granted to Noel Quinn: 50% of the 2023 annual incentive award is delivered in immediately vested shares subject to a retention period of 12 months. The 2024-2026 Long Term Incentive ("LTI") award will, subject to the performance outcome, vest in five equal annual instalments starting from the third anniversary of the grant date. Upon each vesting, a 12-month retention period applies. The Company views it as appropriate for the annual incentive award to vest immediately and not to be subject to a vesting period for two reasons: 1)   The annual incentive is a non-deferred portion of the Directors remuneration, which must be partly delivered in shares to comply with UK regulation. 2)   The annual incentive share award is subject to a retention period of 12 months, during which time the Directors cannot sell the shares.
Performance Targets and Clawback	The immediately vested shares are not subject to forward looking performance conditions as they form part of the annual incentive for which performance is measured over the preceding performance year. The LTI award is subject to the following performance conditions as detailed in the Directors Remuneration Report in the Annual Report and Accounts 2023: Measure Weighting Return on Tangible Equity ("RoTE") with Common Equity Tier 1 ("CET1") underpin 37.5% Transition to net zero 25% Relative Total Shareholder Return ("TSR") 37.5% Clawback applies to the Plan Awards in line with the Company's regulatory obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance to the grantees	None
Name of grantee	Georges Elhedery
Relationship between the grantee and the Company	Director of the Company
Number of shares under Awards	676,929
Closing market price of the ordinary shares on the London Stock Exchange on the date of grant	GBP 5.957
Purchase price of Awards granted	GBP 0
Vesting period of the Awards	As disclosed in the Directors Remuneration Report in the Annual Report and Accounts 2023, two awards have been granted to Georges Elhedery: 50% of the 2023 annual incentive award is delivered in immediately vested shares subject to a retention period of 12 months. The 2024-2026 LTI award will, subject to the performance outcome, vest in five equal annual instalments starting from the third anniversary of the grant date. Upon each vesting, a 12-month retention period applies. The Company views it as appropriate for the annual incentive award to vest immediately and not to be subject to a vesting period for two reasons: 1)   The annual incentive is a non-deferred portion of the Directors remuneration, which must be partly delivered in shares to comply with UK regulation. 2)   The annual incentive share award is subject to a retention period of 12 months, during which time the Directors cannot sell the shares.
Performance Targets and Clawback	The immediately vested shares are not subject to forward looking performance conditions as they form part of the annual incentive for which performance is measured over the preceding performance year. The LTI award is subject to the following performance conditions as detailed in the Directors Remuneration Report in the Annual Report and Accounts 2023: Measure Weighting RoTE with CET1 underpin 37.5% Transition to net zero 25% Relative TSR 37.5% Clawback applies to the Plan Awards in line with the Company's regulatory obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance to the grantees	None

Grants to other grantees:
Category of grantee	Employees and former employees
Number of shares under Awards	75,860,271
Closing market price of the ordinary shares on the London Stock Exchange on the date of grant	GBP 5.957
Purchase price of Awards granted	GBP 0
Vesting period of the Awards	Under the HSBC Group-wide deferral policy, vesting occurs over a three year period with 33% vesting on the first and second anniversaries of grant and 34% on the third anniversary. Group and local Material Risk Takers may be subject to longer vesting periods of up to seven years, as required under the relevant remuneration regulations. Awards may be subject to a six- or 12-month retention period following vesting. Immediately vested share awards may be subject to a six- or 12-month retention period following vesting. The Company views it as appropriate for the immediately vested share awards to vest immediately and not to be subject to a vesting period for two reasons: 1)   The immediately vested share award is a non-deferred portion of the Material Risk Takers remuneration, which must be partly delivered in shares to comply with UK regulation; each employee will also be granted a deferred share award for which the vesting schedule is noted above. 2)   The immediately vested share award is subject to a retention period of six- or 12-months, during which time the shares cannot be sold. The vesting period for retention awards will align to the completion of the relevant project for which the Award was granted.
Performance Targets and Clawback	The Group Executive Committee additionally participate in the 2024-2026 LTI.  The LTI award is subject to the following performance conditions as detailed in the Directors Remuneration Report in the Annual Report and Accounts 2023: Measure Weighting RoTE with CET1 underpin 37.5% Transition to net zero 25% Relative TSR 37.5% Certain other awards are subject to the completion of a strategically important project. No performance targets apply to any other Plan Awards on the basis that the Awards are a form of deferred bonus to meet regulatory requirements in the UK. Performance targets instead attach to the initial award of the Variable Pay. Clawback applies to the Plan Awards in line with the Company's regulatory obligations as set out in the Company's internal clawback policy.
Arrangements for the Company or a subsidiary to provide financial assistance to the grantees	None
Number of shares available for future grant under the plan mandate	The Plan is subject to two limits on the number of Shares committed to be issued under all Plan Awards: 1.   10% of the ordinary share capital of the Company in issue immediately before that day, less the number of Shares which have been issued, or may be issued, to satisfy Awards under the Plan, or options or awards under any other employee share plan operated by the Company granted in the previous 10 years. The number of Shares available to issue under this limit is 1,061,313,466. 2.   5% of the ordinary share capital of the Company in issue immediately before that day, less the number of Shares which have been issued, or may be issued, to satisfy Awards under the Plan. The number of Shares available to issue under this limit is 319,988,548.

For and on behalf of

HSBC Holdings plc

Aileen Taylor

Group Company Secretary and Chief Governance Officer

The Board of Directors of HSBC Holdings plc as at the date of this announcement comprises:

Mark Edward Tucker*, Noel Paul Quinn, Geraldine Joyce Buckingham^†, Rachel Duan^†, Georges Bahjat Elhedery, Dame Carolyn Julie Fairbairn^†, James Anthony Forese^†, Ann Frances Godbehere^†, Steven Craig Guggenheimer^†, Dr José Antonio Meade Kuribreña^†, Kalpana Jaisingh Morparia^†, Eileen K Murray^†, Brendan Robert Nelson^†, David Thomas Nish^† and Swee Lian Teo^†.

*  Non-executive Group Chairman

†  Independent non-executive Director

HSBC Holdings plc

Registered Office and Group Head Office:

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

Incorporated in England with limited liability. Registered in England: number 617987

 

END