Poll results of 2021 Annual General Meeting
and
Changes to Board and Committee Composition
1. Poll ResultsFollowing its Annual General Meeting ('AGM') held today, HSBC Holdings plc (the 'Company') announces the results of the poll vote for each of the resolutions set out in the Notice of AGM.Resolutions 1 to 7, 10 and 12 were passed as ordinary resolutions and resolutions 8, 9, 11 and 13 to 15 were passed as special resolutions.In line with the Board's recommendation, resolution 16 was not passed.The following table shows the votes cast on each resolution:
VOTESFOR
% OF VOTES CAST
VOTESAGAINST
% OF VOTES CAST
VOTESTOTAL
% OF ISC VOTED*
VOTESWITHHELD
1.To receive the Annual Report and Accounts 2020
8,975,639,562
98.47
139,733,519
1.53
9,115,373,081
44.63%
42,542,124
2.To approve the Directors' Remuneration Report
8,898,898,415
97.30
246,557,676
2.70
9,145,456,091
44.77%
12,404,292
3.(a) To elect James Forese
as a Director
9,001,158,881
98.39
146,846,467
1.61
9,148,005,348
44.79%
8,063,224
3.(b) To elect Steven Guggenheimer as a Director
9,001,270,911
98.39
146,863,813
1.61
9,148,134,724
44.79%
7,936,528
3.(c) To elect Eileen Murray as a Director
9,074,179,751
99.19
74,549,741
0.81
9,148,729,492
44.79%
7,340,086
3.(d) To re-elect Irene Lee as
a Director
8,806,744,612
96.25
342,711,481
3.75
9,149,456,093
44.79%
6,615,719
3.(e) To re-elect Dr José Antonio Meade Kuribreña as a Director
8,997,888,508
98.35
150,828,671
1.65
9,148,717,179
44.79%
7,352,383
3.(f) To re-elect David Nish as a Director
8,887,215,064
97.14
261,827,764
2.86
9,149,042,828
44.79%
7,026,734
3.(g) To re-elect Noel Quinn as a Director
9,115,892,860
99.63
33,640,396
0.37
9,149,533,256
44.79%
6,535,389
3.(h) To re-elect Ewen Stevenson as a Director
9,107,594,754
99.55
41,255,334
0.45
9,148,850,088
44.79%
7,218,759
3.(i) To re-elect Jackson Tai
as a Director
8,971,052,787
98.06
177,893,333
1.94
9,148,946,120
44.79%
7,117,053
3.(j) To re-elect Mark E Tucker as a Director
8,755,791,196
95.70
393,741,046
4.30
9,149,532,242
44.79%
6,537,004
3.(k) To re-elect Pauline van der Meer Mohr as a Director
8,985,364,554
98.31
154,426,855
1.69
9,139,791,409
44.75%
16,280,316
4. To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company
9,039,485,981
98.78
111,997,771
1.22
9,151,483,752
44.80%
6,362,355
5. To authorise the Group Audit Committee to determine the remuneration of the Auditor
9,118,334,348
99.68
29,087,713
0.32
9,147,422,061
44.78%
10,392,073
6. To authorise the Company to make political donations
8,827,558,809
97.32
242,722,442
2.68
9,070,281,251
44.41%
87,469,065
7. To authorise the Directors to allot shares
8,736,425,791
95.47
414,575,997
4.53
9,151,001,788
44.80%
6,857,093
8. To disapply pre-emption rights (special resolution)
9,005,142,084
98.44
142,482,468
1.56
9,147,624,552
44.78%
10,217,030
9. To further disapply pre-emption rights for acquisitions (special resolution)
8,760,225,065
95.76
387,859,876
4.24
9,148,084,941
44.79%
9,768,042
10. To authorise the Directors to allot any repurchased shares
8,968,181,589
98.03
180,399,679
1.97
9,148,581,268
44.79%
9,281,435
11. To authorise the Company to purchase its own ordinary shares (special resolution)
9,008,975,373
98.90
99,910,779
1.10
9,108,886,152
44.59%
48,970,855
12. To authorise the Directors to allot equity securities in relation to Contingent Convertible Securities
8,916,564,970
97.45
232,944,859
2.55
9,149,509,829
44.79%
8,347,135
13. To disapply pre-emption rights in relation to the issue of Contingent Convertible Securities (special resolution)
8,850,179,018
96.75
297,690,677
3.25
9,147,869,695
44.79%
9,986,035
14. To call general meetings (other than an AGM) on 14 clear days' notice (special resolution)
8,486,756,732
92.74
664,797,296
7.26
9,151,554,028
44.80%
6,308,163
15. Climate change resolution (special resolution)
9,090,908,610
99.71
26,823,124
0.29
9,117,731,734
44.64%
40,097,856
16. Shareholder requisitioned resolution regarding the Midland Bank defined benefit pension scheme (special resolution)
409,529,723
4.53
8,623,769,555
95.47
9,033,299,278
44.22%
124,553,703
* based on total issued share capital (the 'ISC') (excluding 325,273,407 ordinary shares held in treasury) as at 12.01am (London time) on Thursday 27 May 2021.

2. Board & Committee ChangesLaura Cha, Henri de Castries and Heidi Miller retired from the Board at the conclusion of the AGM. For the purposes of section 430(2B) of the Companies Act 2006, they will each receive their pro-rata entitlement to non-executive director fees for the month of May 2021 and are not entitled to any payments for loss of office.The following changes to the Committee structure took effect from the conclusion of the AGM:
●
Laura Cha, Henri de Castries and Heidi Miller stepped down from the Committees of which they were members following their retirement from the Board;
●
Eileen Murray stepped down as a member of the Group Audit Committee;
●
Pauline van der Meer Mohr stepped down as a member of the Group Risk Committee;
●
Irene Lee stepped down as a member of the Group Remuneration Committee; and
●
Dr José Antonio Meade Kuribreña was appointed as an additional member of the Group Remuneration Committee.
Accordingly, at the conclusion of the 2021 AGM, the composition of the principal Board committees will be as follows:
Group Audit Committee
Group Risk Committee1
Group Remuneration Committee1,2
Nomination & Corporate Governance Committee1
David Nish (Chair)
James Forese
Jackson Tai
Pauline van der Meer Mohr
Jackson Tai (Chair)
Steven Guggenheimer
Dr José Antonio Meade Kuribreña
Eileen Murray
David Nish
Pauline van der Meer Mohr (Chair)
James Forese
Dr José Antonio Meade Kuribreña
Mark Tucker (Chair)
James Forese
Steven Guggenheimer
Irene Lee
Dr José Antonio Meade Kuribreña
Eileen Murray
David Nish
Jackson Tai
Pauline van der Meer Mohr
1 The Company announced earlier in the year that Dame Carolyn Fairbairn and Rachel Duan will be joining the Board on 1 September 2021. They will both become members of the Group Remuneration Committee and Nomination & Corporate Governance Committee. Dame Carolyn Fairbairn will also become a member of the Group Risk Committee.

2 David Nish stepped down from the Group Remuneration Committee on 23 February 2021.3. Other
- Computershare Investor Services PLC, the Company's Share Registrar, acted as scrutineer of the poll on all resolutions.
- Copies of the resolutions passed at the AGM (other than resolutions concerning ordinary business) have been submitted to the UK Listing Authority, and will shortly be available for inspection at the UK Listing Authority's National Storage Mechanism which is located at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
- As at 12.01am (London time) on Thursday 27 May 2021, the total number of issued ordinary shares of US$0.50 each entitling the holders to attend and vote on all the resolutions at the AGM was 20,426,038,216, which excludes 325,273,407ordinary shares held in treasury. A 'vote withheld' is not a vote in law and is therefore not counted in the calculation of the proportion of the votes 'for' and 'against' a resolution.
- In accordance with Rule 13.40 of the Hong Kong Listing Rules there were no shares entitling the holder to attend and abstain from voting in favour of any of the resolutions. No shareholder was required under the Hong Kong Listing Rules to abstain from voting.
As at the time of this announcement, the following are Directors of the Company: Mark Tucker*, Noel Quinn, James Anthony Forese†, Steven Guggenheimer†, Irene Lee†, José Antonio Meade Kuribreña†, Eileen K Murray†, David Nish†, Ewen Stevenson, Jackson Tai† and Pauline van der Meer Mohr†.

* Non-executive Group Chairman
† Independent non-executive DirectorFor and on behalf of

HSBC Holdings plcAileen Taylor
Group Company Secretary and Chief Governance Officer

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HSBC Holdings plc published this content on 28 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 May 2021 16:16:05 UTC.