HSBC Holdings PLC Overseas Regulatory Announcement - Grant of Awards (7317Z)
May 17 2023 - 5:30AM
UK Regulatory
TIDMHSBA
RNS Number : 7317Z
HSBC Holdings PLC
17 May 2023
The following is the text of an announcement released to the
Stock Exchange of Hong Kong Limited on 17 May 2023 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.
17 May 2023
(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 15 May 2023, HSBC Holdings plc (the "Company") granted
conditional awards ("Awards") to directors, employees and former
employees to subscribe for a total of 1,334,867 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 Director of the Company
grantee and the Company
---------------------------------------------------
Number of shares under 50,080
Awards Individual tax liabilities in respect of
the vesting of the Awards were satisfied
in cash. The number of Shares is therefore
net of tax.
---------------------------------------------------
Closing market price of GBP 6.11
the ordinary shares on
the London Stock Exchange
on the date of grant
---------------------------------------------------
Purchase price of Awards GBP 0
granted
---------------------------------------------------
Vesting period of the Fixed Pay Allowance awards are delivered
Awards in immediately vested shares subject to
a retention period and released on a pro-rata
basis over 5 years, starting from March
2024.
---------------------------------------------------
Performance Targets and The Fixed Pay Allowance awards are not subject
Clawback to performance conditions as they form part
of the director's Fixed Pay.
The Fixed Pay Allowance awards are not subject
to clawback as they form part of the director's
Fixed Pay.
---------------------------------------------------
Arrangements for the Company None
or a subsidiary to provide
financial assistance to
the grantees
------------------------------- ---------------------------------------------------
Name of grantee Georges Elhedery
------------------------------- ---------------------------------------------------
Relationship between the Director of the Company
grantee and the Company
------------------------------- ---------------------------------------------------
Number of shares under 31,962
Awards Individual tax liabilities in respect of
the vesting of the Awards were satisfied
in cash. The number of Shares is therefore
net of tax.
------------------------------- ---------------------------------------------------
Closing market price of GBP 6.11
the ordinary shares on
the London Stock Exchange
on the date of grant
------------------------------- ---------------------------------------------------
Purchase price of Awards GBP 0
granted
------------------------------- ---------------------------------------------------
Vesting period of the Fixed Pay Allowance awards are delivered
Awards in immediately vested shares subject to
a retention period and released on a pro-rata
basis over 5 years, starting from March
2024.
------------------------------- ---------------------------------------------------
Performance Targets and The Fixed Pay Allowance awards are not subject
Clawback to performance conditions as they form part
of the director's Fixed Pay.
The Fixed Pay Allowance awards are not subject
to clawback as they form part of the director's
Fixed Pay.
------------------------------- ---------------------------------------------------
Arrangements for the Company None
or a subsidiary to provide
financial assistance to
the grantees
------------------------------- ---------------------------------------------------
Grants to other grantees
:
------------------------------- ---------------------------------------------------
Category of grantee Employees and former employees
---------------------------------------------------
Number of shares under
Awards 1,252,825
---------------------------------------------------
Closing market price of GBP 6.11
the ordinary shares on
the London Stock Exchange
on the date of grant
---------------------------------------------------
Purchase price of Awards GBP 0
granted
---------------------------------------------------
Vesting period of the Under the HSBC Group-wide deferral policy,
Awards 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 vesting period for retention awards
will align to the completion of the relevant
project for which the Award was granted.
Fixed Pay Allowance awards are delivered
in immediately vested shares subject to
a retention period and released on a pro-rata
basis over 5 years, starting from March
2024.
The vesting period for buy-out awards for
new hires generally mirror those of the
forfeited awards from the previous employer.
Where the forfeited award was subject to
a post vesting retention period, a retention
period will be applied to the buy-out award.
---------------------------------------------------
Performance Targets and Retention awards are subject to the completion
Clawback of a strategically important project.
The Fixed Pay Allowance awards are not subject
to performance conditions as they form part
of Fixed Pay.
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.
Buy-out awards are subject to clawback where
the forfeited award of the relevant employee's
former employer was subject to clawback.
Where the employee's forfeited award was
not subject to clawback, no clawback terms
are applied to the replacement HSBC award.
The Fixed Pay Allowance awards are not subject
to clawback as they form part of Fixed Pay.
Clawback applies to all other Plan Awards
in line with the Company's regulatory obligations
as set out in the Company's internal clawback
policy.
---------------------------------------------------
Arrangements for the Company None
or a subsidiary to provide
financial assistance to
the grantees
---------------------------------------------------
Number of shares available The Plan is subject to two limits on the
for future grant under number of Shares committed to be issued
the plan mandate under all Plan Awards:
1. 10% of the ordinary share capital of
the Company in issue immediately before
that day, when added to the number of Shares
which have been issued, or committed to
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 1,048,818,296.
2. 5% of the ordinary share capital of the
Company in issue immediately before that
day, when added to the number of Shares
which have been issued, or committed to
be issued, to satisfy Awards under the Plan.
The number of Shares available to issue
under this limit is 279,109,395.
---------------------------------------------------
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 Tucker*, Noel Quinn, Geraldine
Buckingham , Rachel Duan , Georges Elhedery, Carolyn Julie
Fairbairn , James Anthony Forese , Steven Guggenheimer , José
Antonio Meade Kuribreña , Kalpana Morparia , Eileen K Murray and
David Nish .
* 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
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