HSBC : Notice of AGM for 2023

HSBC Holdings plc

Notice of Annual General Meeting to be held at 11.00am London time (6.00pm Hong Kong time) on Friday, 5 May 2023

The Eastside Rooms, 2 Woodcock Street, Birmingham, B7 4BL

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 20 to 21.

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 21).

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2023年5月5日（星期五）倫敦時間上午11時正（香港時間下午6時正）假座 The Eastside Rooms, 2 Woodcock Street, Birmingham, B7 4BL 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：[e-mail]）；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.	Directors' Biographies	3

3. Notice of the 2023 Annual General Meeting

and Explanatory Notes

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1. Annual Report & Accounts
2. Directors' Remuneration Report
3. Election and re-election of Directors
4. Re-appointmentof Auditor
5. Remuneration of Auditor
6. Political Donations
7. Authority to allot shares
8. Disapplication of pre-emption rights
9. Further disapplication of pre-emption rights for acquisitions
10. Addition of any repurchased shares to general authority to allot shares
11. Purchases of Ordinary Shares by the Company
12. Approval of form of share repurchase contract
13. Additional authority to allot equity securities in relation to the issue of Contingent Convertible Securities
14. Limited disapplication of pre-emption rights in relation to the issue of Contingent Convertible Securities
15. Notice of general meetings
16. Shareholder requisitioned resolution - Midland Clawback Campaign
17. Shareholder requisitioned resolution - Strategy Review
18. Shareholder requisitioned resolution - Dividend Policy

4.	Information about the 2023 Annual General Meeting	17
5.	Electronic attendance at the 2023 Annual General Meeting	20
6.	General information	21
7.	Appendices	22

HSBC Holdings plc Notice of Annual General Meeting 2023

Chairman's letter

Dear Shareholder

	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 specifically like to highlight the following items:
	Directors
	Geraldine Buckingham, Georges Elhedery and Kalpana Morparia
	have joined the Board since last year's AGM. Geraldine was appointed
	as an Independent non-executive Director on 1 May 2022. Geraldine
	is a highly regarded and widely experienced executive within the
	global financial services industry who brings significant Asia leadership
	experience to the Board. Georges assumed the role of Executive
	Director and Group Chief Financial Officer on 1 January 2023.
	Georges is an exceptional leader with strong experience of leading a
	global business and a major geographic region. He has a track record
	of driving growth and managing change, and brings a strong focus on
	execution. Kalpana joined the Board as an Independent non-executive
	Director on 1 March 2023. Kalpana has deep banking expertise and
	experience of the Asia region, particularly in India and Southeast Asia,
	which will be an asset to the Board as we focus on growth in those
	markets under our pivot to Asia strategy.
	In line with best practice and as required by the Company's Articles of
	Association, Geraldine, Georges and Kalpana will stand for election for
	the first time at this year's AGM. All other continuing Directors will
	stand for re-election.
	On 14 February 2023, we announced that Jack Tai would retire from the
	Board at the conclusion of this year's AGM. Jack has made a significant
	and lasting contribution to the success of HSBC during his time on the
Mark E Tucker	Board, particularly in the strengthening of risk and conduct governance
Group Chairman	and oversight through a significant period of change. We wish him well
	with his future endeavours.

I am pleased to invite you to the HSBC Holdings plc 2023 Annual General Meeting ("AGM") which will be held on Friday,

5 May 2023 at 11.00am London time (6.00pm Hong Kong time) at

The Eastside Rooms, 2 Woodcock Street, Birmingham, B7 4BL.

I look forward to seeing many of you at our AGM. If, however, you are unable to attend in person, you will also be able to attend, vote and raise questions electronically using the platform provided by following the instructions set out on pages 20 to 21. A telephone line 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 21.

This is the third 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.

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 3 to 6. All of the Directors were subject to a performance review and I held individual discussions with each of them during the year. Further details can be found in the Annual Report & Accounts in respect of the year ended 31 December 2022 ("2022 Annual Report & Accounts").

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 nine Independent non-executive Directors.

Share buy-back resolution

In addition to the usual share buy-back resolution, 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 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.

HSBC Holdings plc Notice of Annual General Meeting 2023

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Shareholder requisitioned resolution

- Midland Clawback Campaign

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 16 in the Notice of AGM. The resolution and supporting statement (which is set out in Appendix 3 on page 26) should be read together.

Your Board recommends that you vote AGAINST this resolution for the reasons set out in Appendix 4 on pages 27 to 28.

Shareholder requisitioned resolutions

- Strategy Review and Dividend Policy

We have received notice of two shareholder requisitioned resolutions pursuant to Section 338 of the UK Companies Act 2006 from Mr Lui Yu Kin acting on behalf of a group of shareholders. These resolutions are incorporated as Resolutions 17 and 18 in the Notice of AGM.

The resolutions and supporting statements (which are set out in Appendices 5 and 7 on pages 29 and 31) should be read together.

Your Board recommends that you vote AGAINST each of these resolutions for the reasons set out in Appendices 6 and 8 on pages 30 and 32.

Your Board considers that the proposals set out in Resolutions 1 to 15 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 Resolutions 16, 17 and 18 for the reasons set out in Appendix 4 on pages 27 to 28 and Appendices 6 and 8 on pages 30 and 32. The Directors intend to vote in line with these recommendations in respect of their own beneficial holdings in

the Company.

A form of proxy is enclosed or can be accessed at www.hsbc.com/proxy. I encourage you to vote on the resolutions in advance of the AGM by completing and submitting a form of proxy appointing the Chairman of the AGM as your proxy. This is to ensure that your vote is counted even if you plan to attend electronically. Appointing a proxy will not prevent you from attending the AGM electronically or physically and voting on the day.

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

24 March 2023

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 2023

Directors' Biographies

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

Non-executive
Group Chairman	Executive Directors

Mark Edward Tucker (65)

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 Chair 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, Chair of the Multinational Chairman's Group, Co-Chair of the Indian B20 Taskforce on Financial Inclusion for Economic Empowerment, Director, Peterson Institute for International Economics, Director, Institute of International Finance and Member of the Asia Society Board of Trustees.

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-executiveDirector and Chairman, in addition to his geographical and stakeholder insights, position him well to lead the Board.

Noel Paul Quinn (61)

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, he has held a variety of roles including CEO, Global Commercial Banking, Regional Head of Commercial Banking for Asia-Pacific, Head of Commercial Banking UK and Head of Commercial Finance Europe.

External appointments: Chair of the Financial Services Task Force of the Sustainable Markets Initiative, Member of the Advisory Council of the Sustainable Markets Initiative, Founding Member of CNBC ESG Council, Member of the Advisory Board of the China Children Development Fund, Principal Member of the Glasgow Financial Alliance for Net Zero and Member of the World Economic Forum's International Business 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, provides the platform for him to deliver the Group's strategy.

Georges Bahjat Elhedery (49)

Group Chief Financial Officer

Appointed to the Board: January 2023

Skills and experience: Georges has 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 programme 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 election: Georges' extensive experience of leading a global business and a major geographic region, together with his strong technical and strategic capabilities, ensures strong financial and commercial management to continue the delivery of the Group's strategy.

HSBC Holdings plc Notice of Annual General Meeting 2023

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