HSBC : Notice of AGM for 2024

HSBC Holdings plc

Notice of Annual General Meeting to be held at 11.00am London time (6.00pm Hong Kong time) on Friday, 3 May 2024

InterContinental London O2, 1 Waterview Drive, London SE10 0TW, United Kingdom

Facilities will be made available to allow shareholders to attend, participate and vote electronically at the Annual General Meeting and to ask questions in real time should they wish to do so.

Further information on how to join the meeting electronically can be found on pages 25 to 26.

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION.

If you are in any doubt as to any aspect of the proposals referred to in 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 have sold or transferred all of your shares in HSBC Holdings plc (the "Company" or "HSBC" and together with its subsidiary undertakings, the "Group") you should at once forward this document and all accompanying documents to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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. The ordinary shares of the Company trade under stock code 5 on The Stock Exchange of Hong Kong Limited.

A Chinese translation of this Notice of Annual General Meeting is available at www.hsbc.com/agm. Alternatively, the Chinese translation of this and future documents may be obtained by contacting the Company's registrar (see page 26).

本文件乃滙豐控股有限公司之股東周年大會通告。本公司謹訂於2024年5月3日（星期五）倫敦時間上午11時正（香港時間下午6時正）假座 Intercontinental London O2, 1 Waterview Drive, London, SE10 0TW, United Kingdom 舉行股東周年大會。是次股東周年大會通告的中文譯 本可於http://www.hsbc.com/agm 查閱。如需索取本文件及日後本公司文件的中文譯本，亦可選擇聯絡本公司的股份登記處：Computershare Investor Services PLC，地址為 The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom（透過網站發出電郵：http://www. investorcentre.co.uk/contactus）； 香港中央證券登記有限公司，地址為香港皇后大道東183號合和中心17樓1712-1716室（電郵：hsbc.ecom@ computershare.com.hk）；或百慕達滙豐銀行有限公司，地址為 Investor Relations Team, HSBC Bank Bermuda Limited, 37 Front Street, Hamilton HM 11, Bermuda（電郵：[e-mail]）（詳情請參閱本文件「一般資料」部分）。美國預託股份持有人可致

電 [phone] 或致函索取本文件，地址為 Proxy Services Corporation (BNY Mellon ADR Team), 10 Drew Court - Suite #3, Ronkonkoma, NY 11779, USA.

Contents

1.	Chairman's letter	1
2.	Summary of resolutions and how to vote	3
3.	Directors' Biographies	5

4. Notice of the 2024 Annual General Meeting

and Explanatory Notes

10

1. Annual Report and Accounts 2023
2. Directors' Remuneration Report
3. Approval for the Group Remuneration Committee to set appropriate variable to fixed pay ratio(s) for Material Risk Takers
4. Election and re-election of Directors
5. Re-appointmentof Auditor
6. Remuneration of Auditor
7. Political Donations
8. Authority to allot shares
9. Disapplication of pre-emption rights (special resolution)
10. Further disapplication of pre-emption rights for acquisitions (special resolution)
11. Addition of any repurchased shares to general authority to allot shares
12. Purchases of Ordinary Shares by the Company (special resolution)
13. Approval of form of share repurchase contract (special resolution)
14. Additional authority to allot equity securities in relation to the issue of Contingent Convertible Securities
15. Limited disapplication of pre-emption rights in relation to the issue of Contingent Convertible Securities (special resolution)
16. Notice of general meetings (special resolution)
17. Shareholder requisitioned resolution - Midland Clawback Campaign (special resolution)

5.	Information about the 2024 Annual General Meeting venue	21
6.	Information on how to vote	22
7.	Electronic attendance at the 2024 Annual General Meeting	25
8.	General information	26
9.	Appendices	27
	Appendix 1: Questions and Answers on
	Contingent Convertible Securities

Appendix 2: Purchase of Ordinary Shares by the Company

Appendix 3: Explanatory Statement for requisitioned resolution 17

Appendix 4: Board's response to requisitioned resolution 17

Appendix 5: Further information regarding Directors and major shareholders

Appendix 6: Online user guide for electronic attendance

HSBC Holdings plc Notice of Annual General Meeting 2024

Chairman's letter

Dear Shareholder

Mark E Tucker

Group Chairman

I am pleased to invite you to the HSBC Holdings plc 2024 Annual General Meeting ("AGM") which will be held on Friday,

3 May 2024 at 11.00am London time (6.00pm Hong Kong time) at

the InterContinental London O2,

1 Waterview Drive, London SE10 0TW.

I look forward to seeing many of you at our AGM. For those unable to attend in person, you will be able to attend, vote and raise questions electronically by following the instructions set out on pages 25 to 26.

A telephone option will also be provided as an additional means for you to ask questions at the AGM. This can be accessed by following the instructions set out on page 26.

This is the fourth year that we have enabled shareholders to attend the AGM remotely. We are committed to putting in place arrangements that enable as many shareholders as possible to participate in the meeting and have found that offering electronic participation enables access to a wider group of shareholders than is possible through

a physical-only AGM.

Please read the enclosed Notice of AGM which explains the business to be considered at the AGM. In addition to the standard items of business, I would like to draw your attention to the following items set out below.

Directors

Ann Godbehere, Brendan Nelson and Swee Lian Teo have joined the Board since last year's AGM. Ann and Brendan were appointed as Independent non-executive Directors on 1 September 2023. Ann brings deep financial acumen and extensive financial services experience gained over a 30-year international career in insurance, retail and private banking, and wealth management. Brendan is a qualified Chartered Accountant, spending over 25 years at KPMG LLP. Brendan brings financial and auditing expertise and significant experience as audit chair of highly regulated UK-listed companies. Swee Lian was appointed as an Independent non-executive Director on 1 October 2023. Swee Lian brings extensive experience within the international financial services industry, having previously spent over 27 years with the Monetary Authority of Singapore.

In line with best practice and as required by the Company's Articles of Association, Ann, Brendan and Swee Lian will stand for election for the first time at this year's AGM. All other continuing Directors will stand for re-election.

On 6 December 2023, we announced that David Nish would retire from the Board at the conclusion of this year's AGM. David has made a significant commitment and invaluable contribution to the Board over the past eight years, particularly in recent years as Chair of the Group Audit Committee and Senior independent non-executive Director. We thank him and wish him well with his future endeavours.

Brendan Nelson was appointed Chair of the Group Audit Committee on 21 February 2024 and Ann Godbehere will assume the role of Senior independent non-executive Director at the conclusion of this year's AGM.

The Board considers that each of the Directors standing for election or re-election continues to make a strong contribution to the Board and its committees through their skills and experience. Further information can be found in their biographies on pages 5 to 9. All of the Directors were subject to a performance review, and I held individual discussions with each of them during the year. Further information on the role and workings of the Board can be found in the corporate governance report within the Annual Report and Accounts for the year ended

31 December 2023 ("Annual Report and Accounts 2023").

At the conclusion of this year's AGM, subject to the election and re-election of the Directors as recommended, your Board will comprise

1. non-executiveGroup Chairman, two executive Directors and eleven Independent non-executive Directors.

Approval for the Group Remuneration Committee to set appropriate variable to fixed pay ratio(s) for Material Risk Takers (Resolution 3)

This resolution seeks shareholder approval to remove the current cap on variable pay for Material Risk Takers of two times fixed pay, and to permit the Group Remuneration Committee to set an appropriate cap where regulations allow. This follows the joint policy statement from the Prudential Regulation Authority ('PRA') and the Financial Conduct Authority ('FCA') last year confirming that firms can disapply the existing cap on variable pay for performance years from 31 October 2023.

This is an important change for HSBC. Shareholders' support of this resolution will give us the necessary flexibility in our pay structure to place greater emphasis on performance-related pay over time. It will also strengthen our ability to attract and retain the people we need to deliver our strategy. This will be particularly important in markets outside the EU where we compete with other international banks who do not have to comply with a cap on variable pay.

HSBC Holdings plc Notice of Annual General Meeting 2024

1

Share buy-back (Resolution 13)

In addition to the usual share buy-back resolution for purchases in the UK, we are again proposing an additional share buy-back resolution to allow the Company to make off-market purchases on The Stock Exchange of Hong Kong Limited. Having the ability to also run a share buy-back in Hong Kong will allow us to access more of the HSBC trading volume and should help to quicken the completion of our share buy-back programmes.

Shareholder requisitioned resolution - Midland Clawback Campaign (Resolution 17)

We have received notice of a shareholder requisitioned resolution pursuant to Section 338 of the UK Companies Act 2006 from the Midland Clawback Campaign. This resolution is incorporated as Resolution 17 in the Notice of AGM. The resolution and supporting statement (which is set out in Appendix 3 on page 31) should be read together.

Your Board recommends that you vote AGAINST this resolution for the reasons set out in Appendix 4 on page 32.

Recommendation

Your Board considers that the proposals set out in Resolutions 1 to 16 of this Notice are in the best interest of the Company and its shareholders and recommends that you vote in favour of these resolutions. Your Board recommends that you vote AGAINST Resolution 17 for the reasons set out in Appendix 4

on page 32. The Directors intend to vote in line with these recommendations in respect of their own beneficial holdings in the Company except in relation to Resolution 3 regarding the removal of the current cap on variable pay for Material Risk Takers, where the executive Directors will not vote.

Voting

Your vote is important. Whether or not you plan to attend the AGM,

I encourage you to vote on the resolutions in advance of the meeting by completing and submitting a form of proxy appointing the Chairman of the AGM to vote on your behalf. This is to ensure that your vote is counted even if you are unable to attend on the day. Appointing a proxy will not prevent you from attending the AGM in person or electronically and voting or asking questions on the day. Instructions of how to vote are summarised on page 4.

Together with the Board, I would like to thank you - our valued shareholders - for your continued support and I very much look forward to being able to welcome you to the AGM.

Yours sincerely

Mark E Tucker

Group Chairman

22 March 2024

HSBC Holdings plc

Incorporated in England with limited liability. Registered in England: number 617987 Registered Office and Group Head Office:

8 Canada Square, London E14 5HQ, United Kingdom

2 HSBC Holdings plc Notice of Annual General Meeting 2024

Resolutions to be voted on at the AGM

Financials

1. Annual Report and Accounts 2023
2. Directors' Remuneration Report
3. Approval for the Group Remuneration Committee to set appropriate variable to fixed pay ratio(s) for Material Risk Takers

You are being asked to receive the Annual Report and Accounts 2023 and approve the Directors' Remuneration Report. Both can be read at www.hsbc.com.

You are being asked to approve for the Group Remuneration Committee to set appropriate variable to fixed pay ratio(s) for Material Risk Takers. Further details can be found on pages 10 to 11.

Auditor resolutions

1. Re-appointthe Auditor
2. Remuneration of the Auditor

You are being asked to reappoint PricewaterhouseCoopers LLP as Auditor of the Company and to authorise the Group Audit Committee to determine the remuneration of the Auditor.

Director elections

4a - 4c. Election of new Directors

4d - 4n. Re-election of existing Directors

You are being asked to elect / re-elect Directors to the Board. Brief biographical details of each of the Directors are set out on pages

5 to 9. Further details on Directors appointments can be found on pages 11 to 13.

Other resolutions

7. Political donations

16. Calling general meetings

The need for the political donations resolution is explained on page 13.

The general meeting resolution is asking for a minimum of 14 days' notice for shareholder meetings other than AGMs and is explained on page 20.

Share capital resolutions	13. Approve the form of share repurchase contract
8. Alloting shares	14. Allot equity securities in relation to Contingent
9. Disapply pre-emption rights	Convertible Securities
10. Disapply pre-emption rights for acquisitions	15. Disapply pre-emption rights in relation to the issue of
11. Alloting any repurchased shares	Contingent Convertible Securities

12. Company to purchase its own ordinary shares

These resolutions authorise the Directors to manage the share capital of the Company. This includes authorising the Directors to allot shares within specific limits without first having to offer the shares to existing shareholders in certain circumstances. They also authorise the Company to purchase its own shares within prescribed parameters. Please refer to pages 14 to 20 for further information.

Shareholder requisitioned resolution

17. Midland Clawback Campaign

This resolution has not been proposed by your Board but has been requisitioned by a group of shareholders on behalf of the Midland Clawback Campaign. Their explanatory statement in support of the proposed special resolution is set out in Appendix 3 on page 31.

Your Board's response, which sets out why the Directors unanimously recommend that you vote AGAINST Resolution 17, is provided in Appendix 4 on page 32. Your Board considers that Resolution 17 is not in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote AGAINST Resolution 17.

HSBC Holdings plc Notice of Annual General Meeting 2024

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How to Vote

All shareholders are encouraged to vote. There are several ways to submit your voting instructions.

Registered shareholders

If you are registered on the UK register or the Hong Kong or Bermuda Branch registers, you can vote as follows:

You can attend the AGM physically at the venue and vote. Refer to instructions from page 21.

You can attend the AGM electronically and vote. Refer to

instructions from page 25.

You can appoint a proxy to attend and vote physically or electronically on your behalf. Refer to instructions from page 22.

If you are a company, you can appoint a corporate representative to attend and vote physically or electronically on your behalf. Refer to instructions from

page 23.

If you are a CREST shareholder on the UK register, you can also appoint a proxy using the CREST electronic proxy appointment service or (if you are an institutional investor) the Proxymity platform. Refer to pages 22 to 23.

Other shareholders

If you hold shares through an intermediary (such as a bank, broker, custodian or nominee), please contact your intermediary for instructions on how to vote and/or attend the AGM. Refer to instructions on page 25 regarding attending the AGM electronically.

American Depository Shares (ADS) holders:

If you are a registered ADS holder (i.e. you hold your ADSs through Computershare US, the transfer agent of the Depositary, The Bank of New York Mellon), you will be sent information on how to vote. Refer to instructions on page 25 to attend and vote at the AGM electronically.

If you are a non-registered ADS holder, please contact your intermediary for instructions on how to vote. Refer to instructions on page 25 to attend and vote at the AGM electronically.

4 HSBC Holdings plc Notice of Annual General Meeting 2024

Directors' Biographies

Brief biographical details of each Director standing for election or re-election are set out below.

Non-executive
Group Chairman	Executive Directors

Mark Edward Tucker (66)

Group Chairman

Appointed to the Board: September 2017

Group Chairman since: October 2017

Committee Membership: Nomination & Corporate Governance Committee (Chair)

Skills and experience: With over 35 years of experience in financial services in Asia, Africa,

the US, the EU and the UK, including 30 years living and working in Hong Kong, Mark has a deep understanding of the industry and markets in which

we operate.

Career: Mark was previously Chairman, Group Chief Executive and President of AIA Group Limited ('AIA'), and prior to AIA he was Group Chief Executive of Prudential plc. Mark previously served as a non-executive Director of the Court of the Bank of England and as an independent non-executive

Director of Goldman Sachs Group.

External appointments: Non-executive Chairman of Discovery Limited, Supporting Chair of Chapter Zero, member of the UK Investment Council, member of the Advisory Group on Trade Finance to the International Chamber of Commerce, member of the Trade Advisory Group on Financial Services to the UK Government's Department for International Trade, member of the Asia Business Council, member of Hong Kong's Chief Executive's Advisory Council on Economic Development, member of the Investment Advisory Council of the Supreme National Investment Committee of the Kingdom of Saudi Arabia, Chairman of the Multinational Chairman's Group, Director, Peterson Institute for International Economics, Director, Institute of International Finance, Asia Society Global Board of Trustees, International Advisory Council of the China National Financial Regulatory Administration, Hong Kong Academy of Finance International Council of Advisors, member of the Asia Global Institute, International Business Leaders' Advisory Council to the Mayor of Beijing - Adviser to the Mayor and International Business Leaders' Advisory Council to

the Mayor of Shanghai - Adviser to the Mayor. Reasons for re-election:Mark has a wealth of

leadership experience within financial services in Asia and the UK, through his roles with Prudential and AIA. His knowledge of our markets and extensive experience as a leader, non-executive Director and Chairman, in addition to his geographical and stakeholder insights, position him well to lead the Board.

Noel Paul Quinn (62)

Group Chief Executive

Appointed to the Board: August 2019

Group Chief Executive since: March 2020

Skills and experience: Having qualified as an accountant in 1987, Noel has more than 30 years of banking and financial services experience, both

in the UK and Asia.

Career: Noel was appointed Group Chief Executive in March 2020, having held the role on an interim basis since August 2019. Since joining HSBC and its constituent companies in 1987, Noel has held a variety of roles including Chief Executive Officer, Global Commercial Banking; Regional Head of Commercial Banking for Asia-Pacific; Head of Commercial Banking UK; and Head of Commercial

Finance Europe.

External appointments: Independent non- executive Director of Sustainable Markets Initiative Limited and Chair of the Financial Services Task Force, Principal Member of the Glasgow Financial Alliance for Net Zero, member of the World Economic Forum's International Business Council, member of the World Bank Private Sector Investment Lab, member of the Advisory Board of the China Children Development Fund, Founding Member of CNBC ESG Council and member of the

British Infrastructure Council.

Reasons for re-election: Noel's comprehensive banking and financial services background provides the foundation for his role as Group Chief Executive. His knowledge and experience, as well as his proven track record with HSBC across leadership and strategic roles based in the UK and Asia, provide the platform for him to deliver the Group's strategy.

Georges Bahjat Elhedery (50)

Group Chief Financial Officer

Appointed to the Board: January 2023

Skills and experience: Georges has over 25 years of experience in the banking industry across Europe, the Middle East and Asia, and has held a number of executive roles at both a regional and global

business level.

Career: Georges was appointed Group Chief Financial Officer and executive Director with effect from 1 January 2023. He is also responsible for the oversight of the Group's transformation initiatives, strategy and corporate development activities. Georges was previously co-Chief Executive Officer, Global Banking and Markets and also Head of the Markets and Securities Services division of the business. Georges joined HSBC in 2005 with extensive trading experience in London, Paris and Tokyo. He has since held a number of senior leadership roles, including Head of Global Banking and Markets, Middle East and North Africa; Chief Executive Officer for HSBC, Middle East, North Africa and Türkiye; and Global Head of Markets based in London.

External appointments: None.

Reasons for re-election:Georges' extensive experience of leading a global business and a major geographic region, together with his strong technical and strategic capabilities, ensure strong financial and commercial management to continue the delivery of the Group's strategy.

HSBC Holdings plc Notice of Annual General Meeting 2024

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Independent non-executive Directors

Geraldine Joyce Buckingham (46)

Independent non-executive Director Appointed to the Board: May 2022 Committee Membership: Group Risk Committee, Group Remuneration Committee and Nomination & Corporate Governance Committee

Skills and experience: Geraldine is an experienced executive within the global financial services industry, with significant leadership experience

in Asia.

Career: Geraldine is the former Chair and Head of Asia-Pacific at BlackRock, where she was responsible for all business activities across Hong Kong, mainland China, Japan, Australia, Singapore, India and Korea. After stepping down from this role, she acted as senior adviser to the Chairman and Chief Executive Officer of BlackRock. She earlier served as BlackRock's Global Head of Corporate Strategy, and previously was a partner within

McKinsey & Company's financial services practice. External appointments: Independent non-

executive Director of Brunswick Group Partnership Ltd , Independent non-executive Director of H.R.L. Morrison & Co Limited, member of the Advisory Board of ClimateWorks Centre Australia and member of the Advisory Board of the McKinsey

Health Institute.

Reasons for re-election: Geraldine's strategic acumen, her time in Asia leading BlackRock's business in the region; and her extensive experience in wealth and asset management strengthen our oversight of the delivery of our growth strategy.

Rachel Duan (53)

Independent non-executive Director Appointed to the Board: September 2021 Committee Membership: Group Audit Committee, Group Remuneration Committee and Nomination & Corporate Governance Committee

Skills and experience: Rachel is an experienced business leader with exceptional international experience in the US, Japan, mainland China and

Hong Kong.

Career: Rachel spent 24 years at General Electric ('GE'), where she held positions including Senior Vice President of GE, and President and Chief Executive Officer of GE's Global Markets where she was responsible for driving GE's growth in Asia-Pacific, the Middle East, Africa, Latin America, Russia and the Commonwealth of Independent States. She also previously served as President and Chief Executive Officer of GE Advanced Materials China and then of the Asia-Pacific; President and CEO of GE Healthcare

China; and President and CEO of GE China. External appointments: Independent non-

executive Director of the Adecco Group AG, of AXA

S.A. and of Sanofi S.A.

Reasons for re-election: Rachel brings invaluable input to the Board's discussions and decision- making through her extensive knowledge and experience of two of the Group's most strategically important markets - Hong Kong and mainland China.

Dame Carolyn Julie Fairbairn (63)

Independent non-executive Director Appointed to the Board: September 2021 Committee Membership: Group Remuneration Committee (Chair), Group Risk Committee and Nomination & Corporate Governance Committee

Skills and experience: Carolyn has significant experience across the media, government and finance sectors.

Career: An economist by training, Carolyn has served as a partner at McKinsey & Company, a member of the UK prime minister John Major's Number 10 Policy Unit, and as Director-General of the Confederation of British Industry, and held senior executive positions at the BBC and ITV plc. She has extensive board experience, having previously served as non-executive Director of Lloyds Banking Group plc, The Vitec Group plc, Capita plc and BAE Systems plc. She has also served as a non-executive Director of the UK Competition and Markets

Authority and the Financial Services Authority. External appointments: Independent non-

executive Director of Tesco plc; Chair of Royal Mencap Society; and Honorary Fellow of Gonville

and Caius College, Cambridge.

Reasons for re-election:Carolyn has a deep understanding of the macroeconomic, regulatory and political environment, particularly in the UK, from her time as the Director-Generalof the Confederation of British Industry. She also has extensive FTSE board experience in the UK, and has in-depthknowledge and experience of the governance and regulatory environment in which the Group operates.

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James Anthony Forese (61)

Independent non-executive Director Appointed to the Board: May 2020 Committee Membership: Group Risk Committee (Chair), Group Audit Committee and Nomination & Corporate Governance Committee

Skills and experience: Jamie has over 30 years of international business and management experience in the finance industry working in areas including

global markets, investment and private banking. Career: Jamie formerly served as President of

Citigroup. He began his career in securities trading with Salomon Brothers, one of Citigroup's predecessor companies, in 1985. In addition to his most recent role as Citigroup's President, he was Chief Executive Officer of Citigroup's Institutional Clients Group. He has held the positions of Chief Executive of its Securities and Banking division and

Head of its Global Markets business.

External appointments: Non-executiveChairman of Global Bamboo Technologies. Jamie is also the Chair of the Group's US subsidiary, HSBC North

America Holdings Inc.

Reasons for re-election:Jamie is an experienced executive with wide-rangingleadership experience within the banking industry. His experience of international business and management spans over three decades and, as a non-executiveDirector, he contributes to the Board through his deep experience of working in global markets, investment and private banking.

Ann Frances Godbehere (68)

Independent non-executive Director Appointed to the Board: September 2023 Senior independent non-executiveDirector as of the conclusion of this AGM

Committee Membership: Group Audit Committee, Group Remuneration Committee and Nomination & Corporate Governance Committee

Skills and experience: Ann brings deep financial acumen and extensive financial services experience over a 30-year career spanning insurance, retail and private banking, and wealth management. She also provides global perspectives, drawing upon experiences and insights gained from a long career

in international business.

Career: After joining Swiss Re in 1996, Ann served as the company's Chief Financial Officer from 2003 to 2007. She was also Interim Chief Financial Officer of Northern Rock Bank from 2008 to 2009 in the period immediately after its nationalisation. Ann also has extensive board experience, including with FTSE 100 companies, having previously served as non-executive Director of Prudential plc, British American Tobacco plc, UBS AG, UBS Group AG and as Senior Independent non-executive Director of Rio

Tinto plc and Rio Tinto Limited.

External appointments: Non-executiveDirector and Chair of the Audit Committee at Stellantis

N.V and Shell plc.

Reasons for election: Ann adds significant financial and leadership experience to the Board, having held several Chief Financial Officer and non-executiveroles in financial services during her career. She is able to bring a global perspective to Board discussions, drawing upon experiences and insights gained from a long career in international business.

Steven Craig Guggenheimer (58)

Independent non-executive Director Appointed to the Board: May 2020 Committee Membership: Group Technology Committee, Group Risk Committee and Nomination & Corporate Governance Committee

Skills and experience: Steven brings extensive insight into technologies ranging from artificial intelligence to Cloud computing, through his experience advising businesses on digital

transformation.

Career: Steven has more than 25 years of experience at Microsoft, including more than a decade as Corporate Vice President, where he led teams focused on original equipment manufacturers, developers and independent software vendors and

artificial intelligence solutions.

External appointments: Independent non- executive Director of BT Group plc, Independent non-executive Director of Leupold & Stevens, Inc, and Independent non-executive Director of Forrit

Holdings Limited.

Reasons for re-election:Steven's career spans a number of management and leadership roles within the technology sector. His valuable contribution to the Board arises from his experience in delivering cutting edge technology and the development of industry leading applications and services globally. He brings unique perspectives to the Board's deliberations.

HSBC Holdings plc Notice of Annual General Meeting 2024

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Dr José Antonio Meade Kuribreña (55)

Independent non-executive Director Appointed to the Board: March 2019 Workforce engagement non-executiveDirector since: June 2022

Committee Membership: Group Remuneration Committee and Nomination & Corporate Governance Committee

Skills and experience: José has extensive experience in public administration, banking and

financial policy.

Career: José has held Cabinet-level positions in the federal government of Mexico, including as Secretary of Finance and Public Credit, Secretary of Social Development, Secretary of Foreign Affairs and Secretary of Energy. Prior to his appointment to the Cabinet, he served as Undersecretary and as Chief of Staff in the Ministry of Finance and Public Credit. José is also a former Director General of Banking and Savings at the Ministry of Finance and Public Credit, and served as Chief Executive Officer of the National

Bank for Rural Credit.

External appointments: Independent non-executive Director of Alfa S.A.B. de C.V. and Grupo Comercial Chedraui, S.A.B. de C.V. and board member of the Global Center on Adaptation, member of the UNICEF Mexico Advisory Board and Advisory Board of the University of California, Centre for

US Mexican Studies.

Reasons for re-election:José has a wealth of experience in public administration, banking and financial policy. In addition to this, he has connectivity to the Mexican market and provides invaluable enhancement to the Board's knowledge and experience in this region.

Kalpana Jaisingh Morparia (74)

Independent non-executive Director Appointed to the Board: March 2023 Committee Membership: Group Technology Committee, Group Risk Committee and Nomination & Corporate Governance Committee

Skills and experience: Kalpana is a skilled business leader with significant experience gained through

a 45-year career in banking across Asia, primarily

in India.

Career: Kalpana's most recent executive role was as Chair of J.P. Morgan, South and Southeast Asia and a member of J.P. Morgan's Asia executive committee, which she held until her retirement in 2021. Before J.P. Morgan, she was the Joint Managing Director of ICICI Bank, India's

second largest bank, from 2001 to 2007. External appointments: Independent non-

executive Director of Hindustan Unilever Limited, Dr.Reddy's Laboratories Ltd and Philip Morris International Inc, governing board member of the Bharti Foundation, Foundation for Audit Quality and the Generation India Foundation, governing council

member of Krea University.

Reasons for re-election:Kalpana has extensive knowledge and experience in the financial services industry, particularly in India. Her significant executive experience in banking across Asia, primarily in India, provides important insight and perspective to the Board's strategy, risk and performance discussions.

Eileen K Murray (66)

Independent non-executive Director Appointed to the Board: July 2020 Committee Membership: Group Technology Committee (Chair), Group Audit Committee, Group Remuneration Committee and Nomination

& Corporate Governance Committee

Skills and experience: Eileen has extensive knowledge in financial services, technology and corporate strategy from a career spanning more

than 40 years.

Career: Eileen previously served as co-Chief Executive Officer of Bridgewater Associates, LP. Before this, she was Chief Executive Officer for Investment Risk Management LLC, and President and co-Chief Executive Officer of Duff Capital Advisors. Eileen started her professional career at Morgan Stanley, where she held positions including Controller, Treasurer, and Global Head of Technology and Operations, as well as Chief Operating Officer for its Institutional Securities Group. She was also Head of Global Technology,

Operations and Product Control at Credit Suisse. External appointments: Independent

non-executive Director of Guardian Life Insurance Company of America and Broadridge Financial Solutions, Inc. and member of the Advisory Board of

Mobilize Capital Partners.

Reasons for re-election:Eileen has significant finance, technology and transformation experience in the banking sector. This experience, alongside a detailed understanding of regulatory requirements and comfort with a breadth of financial products, means that she is able to bring important insights to Board discussions.

8 HSBC Holdings plc Notice of Annual General Meeting 2024