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HSBC Holdings plc - Poll results of 2019 Annual General Meeting and Changes to Board and Committee Composition

Hamilton, Bermuda —12 April 2019: – In a filing with the Bermuda Stock Exchange (“BSX”), HSBC Holdings plc (Ticker: HSBC BH) announces Poll results of 2019 Annual General Meeting and Changes to Board and Committee Composition.  The full filing stated the following;

 

1.          Poll Results

 

Following 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 8, 11, 13 and 15 were passed as ordinary resolutions and resolutions 9, 10, 12, 14 and 16 were passed as special resolutions.

 

In line with the Board’s recommendation, resolution 17 was not passed.

 

The following table shows the votes cast on each resolution:

 

 

 

VOTES

% OF

VOTES

% OF

VOTES

% of

VOTES

 

 

FOR

VOTES

AGAINST

VOTES

TOTAL

ISC

WITHHELD

 

 

 

CAST

 

CAST

 

VOTED*

 

 

 

 

 

 

 

 

 

1. To receive the Annual

 

 

 

 

 

 

 

 

Report and Accounts 2018

9,674,201,216

99.01

96,825,219

0.99

9,771,026,435

48.29%

60,936,044

2. To approve the Directors’

 

 

 

 

 

 

 

 

Remuneration Report

9,474,837,851

96.81

312,644,682

3.19

9,787,482,533

48.37%

44,564,150

3.

To approve the Directors’

 

 

 

 

 

 

 

 

Remuneration Policy

9,525,856,097

97.36

258,383,075

2.64

9,784,239,172

48.35%

47,468,297

4.

(a) To elect Ewen Stevenson

 

 

 

 

 

 

 

 

as a Director

9,755,977,676

99.68

31,795,917

0.32

9,787,773,593

48.37%

44,140,004

4. (b) To elect José Antonio

 

 

 

 

 

 

 

 

Meade as a Director

9,778,410,299

99.91

9,233,057

0.09

9,787,643,356

48.37%

44,375,808

4.

(c) To re-elect Kathleen

 

 

 

 

 

 

 

 

Casey as a Director

9,780,494,217

99.92

7,509,360

0.08

9,788,003,577

48.37%

44,025,601

4.

(d) To re-elect Laura Cha as

 

 

 

 

 

 

 

 

a Director

9,677,746,516

99.70

29,510,137

0.30

9,707,256,653

47.97%

124,359,058

4.

(e) To re-elect Henri de

 

 

 

 

 

 

 

 

Castries as a Director

9,774,439,657

99.86

13,517,926

0.14

9,787,957,583

48.37%

44,071,950

 

 

 

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


 

VOTES

% OF

VOTES

% OF

VOTES

% of

VOTES

 

FOR

VOTES

AGAINST

VOTES

TOTAL

ISC

WITHHELD

 

 

CAST

 

CAST

 

VOTED*

 

 

 

 

 

 

 

 

 

4. (f) To re-elect John Flint as a

 

 

 

 

 

 

 

Director

9,777,490,853

99.89

10,688,230

0.11

9,788,179,083

48.37%

43,876,986

4. (g) To re-elect Irene Lee as

 

 

 

 

 

 

 

a Director

9,391,827,076

96.75

315,426,400

3.25

9,707,253,476

47.97%

124,325,766

4. (h) To re-elect Heidi Miller as

 

 

 

 

 

 

 

a Director

9,779,982,893

99.92

8,060,687

0.08

9,788,043,580

48.37%

43,986,647

4. (i) To re-elect Marc Moses

 

 

 

 

 

 

 

as a Director

9,770,900,194

99.83

17,076,778

0.17

9,787,976,972

48.37%

44,050,680

4. (j) To re-elect David Nish as

 

 

 

 

 

 

 

a Director

9,768,905,125

99.81

19,027,257

0.19

9,787,932,382

48.37%

44,098,215

4.(k) To re-elect Jonathan

 

 

 

 

 

 

 

Symonds as a Director

9,764,731,591

99.87

12,507,411

0.13

9,777,239,002

48.32%

54,791,595

4. (l) To re-elect Jackson Tai as

 

 

 

 

 

 

 

a Director

9,707,983,604

99.18

79,974,985

0.82

9,787,958,589

48.37%

44,084,082

4. (m) To re-elect Mark Tucker

 

 

 

 

 

 

 

as a Director

9,702,837,721

99.13

85,006,701

0.87

9,787,844,422

48.37%

44,224,053

4. (n) To re-elect Pauline van

 

 

 

 

 

 

 

der Meer Mohr as a

9,646,222,373

99.37

60,914,585

0.63

9,707,136,958

47.97%

124,423,553

Director

5.  To re-appoint

 

 

 

 

 

 

 

PricewaterhouseCoopers

 

 

 

 

 

 

 

LLP as Auditor of the

9,716,925,652

99.37

61,308,695

0.63

9,778,234,347

48.32%

53,896,901

Company

6.  To authorise the Group

 

 

 

 

 

 

 

Audit Committee to

 

 

 

 

 

 

 

determine the remuneration

9,715,078,488

99.36

62,772,096

0.64

9,777,850,584

48.32%

54,294,647

of the Auditor

7.  To authorise the Company

 

 

 

 

 

 

 

to make political donations

9,626,197,572

98.36

160,231,018

1.64

9,786,428,590

48.36%

45,677,741

8.  To authorise the Directors

 

 

 

 

 

 

 

to allot shares

9,344,140,035

95.47

443,333,642

4.53

9,787,473,677

48.37%

44,560,899

9.  To disapply pre-emption

 

 

 

 

 

 

 

rights

9,714,008,674

99.30

68,237,194

0.70

9,782,245,868

48.34%

49,730,809

10. To further disapply pre-

 

 

 

 

 

 

 

emption rights for

9,499,938,029

97.11

282,358,820

2.89

9,782,296,849

48.34%

49,704,046

acquisitions

11. To authorise the Directors

 

 

 

 

 

 

 

to allot any repurchased

9,577,041,099

97.90

205,697,256

2.10

9,782,738,355

48.34%

49,370,601

shares

12. To authorise the Company

 

 

 

 

 

 

 

to purchase its own shares

9,682,853,068

98.94

104,015,688

1.06

9,786,868,756

48.36%

45,283,343

13. To authorise the Directors

 

 

 

 

 

 

 

to allot equity securities in

 

 

 

 

 

 

 

relation to Contingent

9,659,457,457

98.73

123,937,719

1.27

9,783,395,176

48.35%

48,708,130

Convertible Securities

14. To disapply pre-emption

 

 

 

 

 

 

 

rights in relation to the

 

 

 

 

 

 

 

issue of Contingent

9,586,285,969

98.00

195,847,944

2.00

9,782,133,913

48.34%

49,895,848

Convertible Securities

15. To authorise the Directors

 

 

 

 

 

 

 

to offer a scrip dividend

9,736,625,329

99.90

9,756,320

0.10

9,746,381,649

48.16%

82,496,139

alternative

16.To call general meetings

 

 

 

 

 

 

 

(other than an AGM) on 14

8,973,026,189

91.69

813,759,807

8.31

9,786,785,996

48.36%

45,334,926

clear days’ notice

17.Shareholder requisitioned

 

 

 

 

 

 

 

resolution regarding the

 

 

 

 

 

 

 

Midland Bank defined

342,338,842

3.54

9,337,601,518

96.46

9,679,940,360

47.84%

125,728,355

benefit pension scheme

 

*   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 11 April 2019.


2.          Board & Committee Changes

 

Lord Evans of Weardale retired from the Board at the conclusion of the AGM. For the purposes of section 430(2B) of the Companies Act 2006, he will receive his pro-rata entitlement to non-executive director fees for the month of April 2019 and is not entitled to any payments for loss of office.

 

As a consequence of Lord Evans’ retirement from the Board, Jackson Tai has been appointed as the Chair, and Kathleen Casey has been appointed as a member, of the Financial System Vulnerabilities Committee with effect from the conclusion of the AGM.

 

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 http://www.morningstar.co.uk/uk/NSM.

 

 

-             As at 12.01am (London time) on Thursday 11 April 2019, 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 20,235,585,854, which excludes 325,273,407 ordinary 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*, John Flint, Kathleen Casey, Laura Cha, Henri de Castries, Irene Lee, José Meade, Heidi Miller, Marc Moses, David Nish, Ewen Stevenson, Jonathan Symonds, Jackson Tai and Pauline van der Meer Mohr.

 

* Non-executive Group Chairman

Independent non-executive Director

 

 

For and on behalf of

HSBC Holdings plc

 

 

Ben J S Mathews

Group Company Secretary

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