FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a - 16 or 15d - 16 of
the Securities Exchange Act of 1934
For the month of April, 2007
HSBC Holdings plc
42nd Floor, 8 Canada
Square, London E14 5HQ, England
(Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F).
Form 20-F X Form 40-F ......
(Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of
1934).
Yes....... No X
(If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82- ..............)
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 your shares in HSBC Holdings plc (the
"Company"), you should at once forward this document and the accompanying Form
of Proxy to the stockbroker, bank or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee.
This document should be read in conjunction with the Annual Report and Accounts
and/or Annual Review in respect of the year ended 31 December 2006.
The Stock Exchange of Hong Kong Limited takes no responsibility for the contents
of this document, makes no representation as to its accuracy or completeness and
expressly disclaims 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 HSBC Holdings plc trade under stock code 5 on The Stock
Exchange of Hong Kong Limited.
Shareholders may at any time choose to receive corporate communications in
printed form or electronically. To register online to receive electronic
communications, or revoke or amend an instruction to receive electronic
communications, go to www.hsbc.com/ecomms. If you received this document
electronically and would like to receive a printed copy or would like to receive
future shareholder communications in printed form, please write to the
appropriate Registrar at the address given below. Printed copies will be
provided without charge. Further copies of this document and a Chinese
translation of this and future documents may be obtained from the Registrars:
Computershare Hong Kong Investor Services Limited, Hopewell Centre, Rooms
1806-1807, 18th Floor, 183 Queen's Road East, Wan Chai, Hong Kong SAR;
Computershare Investor Services PLC, PO Box 1064, The Pavilions, Bridgwater
Road, Bristol BS99 3FA, United Kingdom; or Corporate Shareholder Services, The
Bank of Bermuda Limited, 6 Front Street, Hamilton HM 11, Bermuda.
HSBC Holdings plc
Notice of
Annual General Meeting
to be held on 25 May 2007
Notice of the Annual General Meeting to be held at Barbican Hall, Barbican
Centre, London EC2 at 11.00 am on Friday 25 May 2007 is set out on pages 8 to
19.
The action to be taken by Shareholders is set out on page 4. Whether or not you
propose to attend the Annual General Meeting you are requested to complete and
submit a Form of Proxy in accordance with the instructions printed on the
enclosed Form. Submission of a Form of Proxy will not preclude a shareholder
from attending and voting in person. The Form of Proxy must be received not less
than 48 hours before the time of the holding of the Annual General Meeting.
3 April 2007
Access to the Meeting
The Barbican Centre is wheelchair accessible, the auditorium is fitted with an
induction loop, and parking spaces are available for disabled drivers. To help
us ensure the Annual General Meeting is fully accessible to all Shareholders,
please contact Surinder Gill (telephone +44 (0)20 7992 1385, fax +44 (0)20 7992
4631, e-mail surindergill@hsbc.com) if you have any particular access or other
needs.
This Notice of Annual General Meeting and the Annual Report and Accounts and/or
Annual Review are available on our web site, www.hsbc.com.
The Annual General Meeting can be viewed live on the internet at www.hsbc.com/
agmwebcast. A recording of the Annual General Meeting will also be available
after the conclusion of the meeting until 30 June 2007.
3 April 2007
Dear Shareholder
Special Business at the Annual General Meeting
The purpose of this letter is to give you details of the proposals which will be
considered as special business at the Annual General Meeting of the Company to
be held on Friday 25 May 2007. The Notice of Annual General Meeting is set out
on pages 8 to 19 of this document.
1 Resolutions 5 and 6 (Authority to Directors to allot shares and
disapplication of pre-emption rights)
At last year's Annual General Meeting the Directors were again given general
authorities to allot shares.
The general purpose of these authorities is to enable the Directors to issue new
shares without having first to obtain the consent of Shareholders in general
meeting. The need for such an issue of shares could arise, for example, in the
context of a transaction (such as the acquisition of a company) which had to be
completed speedily. The granting of such authorities is now commonplace, and
your Board takes the view that it would be in the interests of the Company if
the authorities were renewed.
In addition to the Ordinary Shares reserved for issue pursuant to the exercise
of options previously granted under the employee share plans, the Directors
would have authority to allot new Ordinary Shares up to a maximum amount (in
nominal value) of US$1,158,660,000, equivalent to 20 per cent of the Ordinary
Shares in issue on 22 March 2007, being the latest practicable date prior to the
printing of this document.
Within this amount, the Directors would have authority to allot Ordinary Shares
(and, in addition, to sell any Ordinary Shares which may be held in treasury)
wholly for cash to persons other than existing Shareholders up to a maximum
amount (in nominal value) of US$289,665,000. This is equivalent to approximately
5 per cent of the Ordinary Shares in issue on 22 March 2007. The Company does
not currently hold any of its shares in treasury.
Other than on the exercise of options granted under the employee share plans or
pursuant to the Company's scrip dividend scheme your Board has no present
intention of issuing any further Ordinary Shares, and no issue will be made
which would effectively change the control of the Company or the nature of its
business without the prior approval of Shareholders in general meeting.
The Board is again seeking authority to issue sterling, United States dollar and
euro preference shares. These preference shares were created to underpin issues
of preferred securities, which are tax efficient regulatory capital, and with
the intention that they may be used for the purpose of raising further
regulatory capital. If any of the preference shares were to be issued they
would, subject to regulatory approval, be redeemable at the Company's option and
carry no voting rights except in exceptional circumstances but would rank in
priority to the Company's Ordinary Shares with respect to participation in any
return of capital. The Board has no present intention of exercising this
authority.
It is proposed that these general authorities be extended until the Annual
General Meeting in 2008.
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 Resolution 7 (Purchase of Ordinary Shares by the Company)
The Company has power under its Articles of Association to purchase its own
shares. The Directors consider that it is appropriate to seek renewal of the
mandate giving authority for the Company to make market purchases of up to 10
per cent of its own Ordinary Shares in issue. It is emphasised that it remains
the Directors' policy to maintain a strong capital base, a policy which has been
one of the Group's strengths over the years. Having this authority will,
however, give added flexibility if the Directors consider it in the interests of
the Company and its Shareholders to purchase Ordinary Shares in the market in
appropriate circumstances.
The UK Companies Act 1985 (as amended) permits the Company to elect to hold in
treasury any Ordinary Shares it may repurchase, rather than automatically
cancelling those shares. Approval has been received from the relevant regulatory
authorities in Hong Kong to enable the Company to hold repurchased shares in
treasury. The conditional waiver granted by the Hong Kong Stock Exchange on 19
December 2005 was granted on the basis of certain agreed modifications to the
Hong Kong Stock Exchange's Listing Rules applicable to the Company, details of
which can be found on the Company's website, www.hsbc.com and the Hong Kong
Stock Exchange's website, www.hkex.com.hk. Copies of the modifications are also
available from the Group Company Secretary, HSBC Holdings plc, 8 Canada Square,
London E14 5HQ and the Corporation Secretary, The Hongkong and Shanghai Banking
Corporation Limited, 1 Queen's Road Central, Hong Kong.
Further details regarding the proposed authority to be given to the Company to
purchase its own shares and the waiver granted by the Hong Kong Stock Exchange
are set out in Appendix I.
3 Resolution 8 (Scrip dividend)
The authority for the Directors to offer a scrip dividend alternative, whereby
Shareholders may elect to receive new Ordinary Shares instead of dividends in
cash, will expire on payment of the fourth interim dividend for 2006.
Shareholders' approval is therefore sought to renew the authority for the
Directors to offer a scrip dividend alternative for a further five-year period
to the Annual General Meeting in 2012.
4 Resolutions 9 and 10 (Political donations and expenditure)
The authorities for the Company and HSBC Bank plc to make donations to EU
political organisations and to incur EU political expenditure up to a maximum
aggregate of GBP250,000 and GBP50,000 respectively expire at the conclusion of
this Meeting. These authorities have not been used and it is not proposed to
change HSBC's long-standing policy of not making contributions to any political
party. The authorities were sought only as a precautionary measure because of
the uncertainty as to what might unexpectedly fall within the very broad scope
of what are defined as political donations or expenditure in the UK Companies
Act 1985 as amended by the Political Parties, Elections and Referendums Act
2000. It is proposed therefore to ask Shareholders to renew these authorities
for a further period.
The UK Companies Act 2006 contains provisions relating to political donations
and expenditure that will replace the existing provisions in the UK Companies
Act 1985. Whilst the UK Companies Act 2006 will not remove all of the
uncertainties relating to political donations and expenditure it will, in
contrast to the existing provisions in the UK Companies Act 1985, enable the
Directors to seek relief from liability and ratification by Shareholders for any
inadvertent unauthorised political donation or expenditure. On that basis, it is
proposed that the new authorities to be granted pursuant to the passing of
Resolutions 9 and 10 should expire on the earlier of the date on which the last
of the sections of the UK Companies Act 2006 relating to ratification by
shareholders and political donations and expenditure come into force (which is
expected to be in October 2007) and the conclusion of the Company's Annual
General Meeting in 2008.
5 Resolution 11 (Electronic communications)
Certain provisions of the UK Companies Act 2006 have already come into effect.
New provisions have been introduced with effect from 20 January 2007 dealing
with, inter alia, company communications to shareholders and other provisions
which facilitate communications in electronic form and by means of a website.
Similar amendments to facilitate communications with shareholders in electronic
form and by means of a website have been introduced into the UK Disclosure and
Transparency Rules.
The shareholder electronic communications provisions in the UK Companies Act
2006 and the UK Disclosure and Transparency Rules are intended to make it easier
and cheaper for UK companies to communicate with their shareholders. In
particular, the new Act and the UK Disclosure and Transparency Rules extend the
provisions of the UK Companies Act 1985 by enabling a company, subject to
certain conditions, to treat its shareholders as having deemed to agree to
communication by means of a website.
The deemed agreement procedure for electronic communications by means of a
website works as follows. For a Shareholder to be deemed to have agreed to
receive communications by means of a website, in addition to the passing of
Resolution 11, Shareholders must also be asked individually to agree that HSBC
Holdings can communicate with them by way of its website. In the event that a
Shareholder does not respond with an objection to the Company's request to
communicate by means of a website within 28 days from the date of the request,
the Shareholder will be deemed to have agreed to receive notices, documents or
information from HSBC Holdings by means of a website. Any Shareholder may
indicate a wish to continue to receive printed documents at any time and any
agreement to receive documents or information electronically or by means of a
website can be revoked at any time. Every Shareholder who has agreed to receive
communications by website will be notified when a document is available on a
website. If a Shareholder has provided HSBC Holdings with an email address for
the purpose of receiving communications in electronic form that notification
will be sent by email. If a Shareholder's email address is not held by the
Company, a printed notice will be sent advising that a document is available on
HSBC Holding's website.
As the Hong Kong Listing Rules do not provide for the deemed agreement procedure
for electronic communications by means of a website contained in the UK
Companies Act 2006 and the UK Disclosure and Transparency Rules, a waiver has
been sought and obtained to permit HSBC Holdings to take advantage of the new
provisions for electronic communications with Shareholders. The waiver is
conditional on obtaining Shareholder approval by the passing of Resolution 11.
In the event that Resolution 11 is passed, Shareholders will be contacted in
writing to request their consent for the use of electronic communications by
means of a website for conveying information. We expect the 2007 Interim Report
will be the first document to be available under the new procedures.
The effect of sending printed financial reports and other information to only
those who wish to receive information in that way will avoid unnecessary waste
and, accordingly, reduce the detrimental impact on the environment of such
waste. The Company would reduce its consumption of paper, ink and related
chemicals and its consumption of energy both for the production of the reports
and their transportation and distribution to some 200 countries and territories.
At the same time HSBC Holdings will be achieving cost savings for the benefit of
Shareholders, many of whom are telling us they do not want to receive the
printed documents that we distribute.
6 Resolution 12 (Alterations to the Articles)
To reflect the provisions of the UK Companies Act 2006 brought into force on 1
January 2007 and 20 January 2007, and additional provisions which will come into
effect on 6 April 2007, it is proposed that certain alterations be made to the
Articles of Association. Further information in relation to the proposed
alterations is set out in Appendix II.
The remaining provisions of the UK Companies Act 2006 are expected to come into
force later this year and/or during 2008. In addition, various regulations that
relate to certain of these provisions have yet to be finalised. Consequently, it
will be necessary for the Company to undertake a further review of its Articles
of Association in due course in order to reflect these other provisions. As
these further changes to the Articles of Association will be reasonably
substantial in number, it is expected that the Company will adopt new Articles
of Association at its Annual General Meeting in 2008.
7 Recommendation
Your Board considers that the proposals described in this document are in the
best interests of HSBC Holdings plc and its Shareholders and recommends that you
should vote in favour of the resolutions relating thereto. The Directors intend
to do so in respect of their own beneficial holdings.
8 Action to be taken
A Form of Proxy is enclosed for use at the Annual General Meeting. Whether or
not you propose to attend the Annual General Meeting, you are requested to
complete and submit a Form of Proxy in accordance with the instructions printed
on the enclosed Form. The Form of Proxy must be received not less than 48 hours
before the time of the holding of the Annual General Meeting. The completion and
submission of a Form of Proxy will not preclude a Shareholder from attending and
voting in person at the Annual General Meeting. Shareholders with internet
access may submit their Form of Proxy electronically at www.hsbc.com/proxy by
entering the Shareholder Reference and Personal Identification numbers printed
on their Form of Proxy. For shares held through CREST, proxy appointments may be
submitted via the CREST proxy voting system.
If you would like a question or questions to be addressed at the Annual General
Meeting please complete and return the form on page 21 or send your question via
email to agmquestions@hsbc.com.
We will endeavour to address any questions raised when the item of business to
which the questions relate is under consideration by the Annual General Meeting.
Any questions submitted that are not relevant to the business of the Annual
General Meeting will be forwarded for the attention of an appropriate executive.
Submitting a question in advance of the Annual General Meeting does not affect
your rights as a Shareholder to attend and speak at the Annual General Meeting.
Yours sincerely
S K Green
Group Chairman
APPENDIX I
PURCHASE OF ORDINARY SHARES BY THE COMPANY
Set out below is information concerning the proposed general mandate for the
purchase of shares by the Company (Resolution 7), which incorporates the
Explanatory Statement required to be sent to Shareholders in accordance with the
Listing Rules of the Hong Kong Stock Exchange as well as details of the
conditional waiver granted by the Hong Kong Stock Exchange to enable the Company
to hold in treasury any shares it may repurchase.
(a) It is proposed that the Company be given authority to
purchase up to 1,158,660,000 Ordinary Shares (which represent 10 per cent of the
Ordinary Shares in issue on 22 March 2007, the latest practicable date prior to
the printing of this document). Purchases of shares will be at prices not below
the nominal value of each Ordinary Share, US$0.50 (or the equivalent in the
relevant currency in which the purchase is effected), and at not more than 105
per cent of the average of the middle market quotations for the Ordinary Shares
on the London Stock Exchange for the five dealing days before the relevant
purchase or 105 per cent of the average of the closing prices of the Ordinary
Shares on the Hong Kong Stock Exchange for the five dealing days before the
relevant purchase, whichever is the lower.
(b) The Directors believe that it is in the best interests of the
Company and its Shareholders to have a general authority from Shareholders to
enable the Company to purchase Ordinary Shares in the market and to give power
to the Directors to exercise such authority. The Directors intend that purchases
of shares should only be made if they consider that the purchase would operate
for the benefit of the Company and Shareholders taking into account relevant
factors and circumstances at that time, for example the effect on earnings per
share. The Directors have no immediate plans to make any purchases under the
proposed authority.
(c) It is expected that purchases will be funded from the
Company's available cash flow or liquid resources and will, in any event, be
made out of funds legally available for the purchase in accordance with the
Memorandum and Articles of Association of the Company and the applicable laws of
England and Wales.
(d) The Directors do not propose to execute purchases in
circumstances where to do so would have a material adverse effect on the capital
requirements of the Company or the liquidity levels which, in the opinion of the
Directors, are from time to time appropriate for the Company. If the power to
make purchases were to be carried out in full (equivalent to 10 per cent of the
Ordinary Shares in issue on 22 March 2007, being the latest practicable date
prior to the printing of this document) there might be a material adverse impact
on the capital or liquidity position of the Company (as compared with the
position disclosed in its published audited accounts for the year ended 31
December 2006).
(e) None of the Directors, nor, to the best of the knowledge of
the Directors having made all reasonable enquiries, any associates (as defined
in the Listing Rules of the Hong Kong Stock Exchange) of the Directors, has a
present intention, in the event that Resolution 7 is approved by Shareholders,
to sell any Ordinary Shares to the Company. No connected persons (as defined in
the Listing Rules of the Hong Kong Stock Exchange) of the Company have notified
the Company that they have a present intention to sell shares in the Company to
the Company or have undertaken not to sell any of the shares in the Company held
by them to the Company, in the event that Resolution 7 is approved.
(f) Under the provisions of the UK Companies Act 1985 (as
amended) the Company is permitted, following any repurchase of Ordinary Shares,
to retain and hold such shares in treasury, provided that the number of such
shares held in treasury does not exceed 10 per cent of its total number of
issued shares, rather than automatically cancelling them. On 19 December 2005,
the Hong Kong Stock Exchange granted a conditional waiver to the Company to
enable it to hold shares which it may repurchase in treasury (the "Waiver"). The
Waiver is subject to certain conditions, including compliance by the Company
with all applicable laws and regulations in the United Kingdom in relation to
the holding of shares in treasury. As part of the Waiver, the Company has agreed
with the Hong Kong Stock Exchange a set of modifications to the Hong Kong Stock
Exchange's Listing Rules necessary to enable the Company to hold treasury
shares. The modifications also reflect various consequential matters to deal
with the fact that the Company may hold treasury shares in the future. A full
version of the modifications is available on the Company's website,
www.hsbc.com, and the Hong Kong Stock Exchange's website, www.hkex.com.hk.
Copies of the modifications are also available from the Group Company Secretary,
HSBC Holdings plc, 8 Canada Square, London E14 5HQ and the Corporation
Secretary, The Hongkong and Shanghai Banking Corporation Limited, 1 Queen's Road
Central, Hong Kong. In accordance with the terms of the Waiver, the Company
confirms that it will comply with the applicable law and regulation in the
United Kingdom in relation to the holding of any shares in treasury and with the
conditions of the Waiver in connection with any shares which it may hold in
treasury.
(g) The Directors have undertaken to the Hong Kong Stock Exchange
that, if they exercise any power of the Company to make purchases pursuant to
Resolution 7, they will do so in accordance with the Listing Rules of the Hong
Kong Stock Exchange (as modified in accordance with the terms of the Waiver to
enable the Company to hold in treasury any shares it may repurchase) and the
applicable laws of England and Wales.
(h) The Directors are not aware of any consequences which would
arise under any applicable Takeover Code as a result of any purchases made by
the Company pursuant to Resolution 7, if approved.
(i) The Company has not purchased any of its own shares whether
on the Hong Kong Stock Exchange or otherwise in the six months prior to the date
of this document.
(j) The highest and lowest prices at which Ordinary Shares or,
in the case of the New York Stock Exchange, American Depositary Shares ("ADS"),
have traded on the Hong Kong, London, New York, Paris and Bermuda Stock
Exchanges during each of the twelve months prior to 22 March 2007 (the latest
practicable date prior to the printing of this document) were as follows:
Hong Kong London New York Euronext Paris Bermuda
Stock Exchange Stock Exchange Stock Exchange Stock Exchange Stock Exchange
---- ---- (ADS1) ---- ----
----
Lowest Highest Lowest Highest Lowest Highest Lowest Highest Lowest Highest
(HK$) (HK$) (GBP) (GBP) (US$) (US$) (EUR) (EUR) (BD$) (BD$)
March 2006 129.00 134.30 9.54 9.98 83.11 87.11 13.80 14.60 16.70 17.35
April 2006 129.90 134.00 9.41 9.82 84.00 86.93 13.55 14.17 17.00 17.20
May 2006 133.40 142.40 9.06 9.92 85.85 92.35 13.23 14.49 17.35 18.05
June 2006 131.60 136.30 9.14 9.62 84.00 88.69 13.30 13.92 16.95 17.30
July 2006 134.40 141.00 9.35 9.86 85.83 91.49 13.50 14.44 17.25 18.25
August 2006 137.90 142.80 9.38 9.72 89.00 92.35 13.85 14.36 18.00 18.35
September 137.80 142.50 9.47 9.82 88.64 91.86 13.91 14.48 17.90 18.20
2006
October 141.20 147.60 9.60 10.21 90.95 95.83 14.20 15.17 18.65 19.05
2006
November 142.70 152.00 9.35 10.29 92.34 98.56 13.91 15.75 18.65 19.55
2006
December 140.00 144.80 9.10 9.46 89.96 93.59 13.55 14.74 18.10 18.35
2006
January 138.80 145.80 9.09 9.53 89.27 93.36 13.78 14.49 17.95 18.75
2007
February 135.40 144.20 8.86 9.40 85.45 92.68 13.20 14.38 17.75 18.30
2007
----1 Each ADS represents five Ordinary Shares.
APPENDIX II
SUMMARY OF ALTERATIONS TO THE ARTICLES OF ASSOCIATION
To reflect certain of the provisions of the UK Companies Act 2006 brought into
force on 1 January 2007 and 20 January 2007, and certain additional provisions
which will come into effect on 6 April 2007, it is proposed that alterations be
made to the Articles of Association. The principal alterations to the Articles
of Association, which are proposed to be made by Resolution 12 in the Notice of
Annual General Meeting, are summarised below:
1 To add a definition for the UK Companies Act 2006 (Article
2.1).
2 To delete the definition of "communication" and replace the
definition of "electronic communication" with a definition of "electronic form"
to conform with the definitions in the UK Companies Act 2006. The new definition
of "electronic form" will include making any information or document available
on a website and references in the Articles of Association to electronic copy,
electronic communication and electronic means shall be construed accordingly. In
addition a new definition of "hard copy" will be introduced to distinguish hard
copy documents from those in electronic form where required in the Articles of
Association, which is principally in connection with authentication of documents
sent to the Company as set out in the new Article 159A (Article 2.1).
3 To add references to the UK Companies Act 2006 where
required to reflect the changes in UK law brought into force by the UK Companies
Act 2006 and replace existing references to the UK Companies Act 1985 (as
amended) where these have been repealed and, where appropriate, replaced with
new sections in the UK Companies Act 2006 (Articles 2.4, 79A.1, 81, 132.1(d) and
163.1).
4 To reflect the change in the UK law relating to age
discrimination and the repeal of section 293 of the UK Companies Act 2006 so
that a Director of the Company may continue as a Director notwithstanding he or
she has reached the age of 70 (Article 95).
5 To amend the company communication provisions to reflect the
changes being introduced as a result of the UK Companies Act 2006 and, in
particular, subject to the passing of Resolution 11, allowing the Company to
take advantage of the deemed agreement provisions in relation to the use of a
website for the supply of notices, documents or other information introduced in
Part 4 of Schedule 5 to the UK Companies Act 2006. This latter change will
enable the Company to treat a Shareholder as having consented to the supply of
notices, documents or information by making them available on the Company's
website where such Shareholder has been asked individually by the Company to
agree to the supply of notices, documents or other information in this manner
and such Shareholder has not responded to the Company's request within 28 days
from when such request was sent (Article 159).
6 To set out the Company's authentication procedures in
relation to authenticating documents sent to the Company. In particular, in
relation to documents sent in electronic form, allowing the Board to retain
discretion to determine the manner in which it will treat a document received by
the Company as sufficiently authenticated and giving the Board the power to
request reasonable evidence of authority where a document is supplied by a
person on another's behalf (Article 159A).
7 To reflect the provisions in the UK Companies Act 2006
relating to deemed delivery of documents or information where such documents or
information have been sent or supplied by the Company by means of a website so
that any notice, document or other information sent or supplied by means of a
website is deemed to have been received by the intended recipient (i) when the
material was first made available on the Company's website, or (ii) if later,
when the recipient received (or is deemed to have received) notice of the fact
the material was available on the Company's website (Article 162.4).
HSBC Holdings plc
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting of the Company will be
held at the Barbican Hall, Barbican Centre, London EC2 on Friday 25 May 2007 at
11.00 am to transact the following ordinary business:
1 to receive and consider the Annual Accounts and Reports of
the Directors and of the Auditor for the year ended 31 December 2006;
2 to approve the Directors' Remuneration Report for the year
ended 31 December 2006;
3 to re-elect Directors:
(a) The Lord Butler;
(b) The Baroness Dunn;
(c) R A Fairhead;
(d) W K L Fung;
(e) Sir Brian Moffat; and
(f) G Morgan;
4 to reappoint KPMG Audit Plc as Auditor at remuneration to be
determined by the Group Audit Committee;
and by way of special business to consider and (if thought fit) pass the
following Resolutions of which Resolutions 5, 7, 8, 9, 10 and 11 will be
proposed as Ordinary Resolutions and Resolutions 6 and 12 will be proposed as
Special Resolutions:
5 THAT the Directors be and they are hereby generally and
unconditionally authorised pursuant to and for the purposes of section 80 of the
Companies Act 1985 ("the Act") to exercise all the powers of the Company to
allot relevant securities (within the meaning of that section) up to an
aggregate nominal amount of GBP100,000 and $100,000 (in each such case in the
form of 10,000,000 non-cumulative preference shares), US$85,500 (in the form of
8,550,000 non-cumulative preference shares) and US$1,158,660,000 (in the form of
Ordinary Shares of US$0.50 each ("Ordinary Shares")) provided that this
authority shall be limited so that, otherwise than pursuant to:
(a) a rights issue or other issue the subject of an offer or
invitation, open for acceptance for a period fixed by the Directors, to:
(i) Ordinary Shareholders where the relevant securities
respectively attributable to the interests of all Ordinary Shareholders are
proportionate (or as nearly as may be) to the respective number of Ordinary
Shares held by them; and
(ii) holders of securities, bonds, debentures or warrants which,
in accordance with the rights attaching thereto, are entitled to participate in
such a rights issue or other issue,
but subject to such exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to fractional entitlements or securities
represented by depositary receipts or having regard to any restrictions,
obligations or legal problems under the laws of or the requirements of any
regulatory body or stock exchange in any territory or otherwise howsoever; or
(b) the terms of any share plan for employees of the Company or
any of its subsidiary undertakings; or
(c) any scrip dividend scheme or similar arrangements
implemented in accordance with the Articles of Association of the Company; or
(d) the allotment of up to 10,000,000 non-cumulative preference
shares of GBP0.01 each, 10,000,000 non-cumulative preference shares of EUR0.01
each and 8,550,000 non-cumulative preference shares of US$0.01 each in the
capital of the Company,
the nominal amount of relevant securities to be allotted by the Directors
pursuant to this authority wholly for cash shall not in aggregate, together with
any allotment of other equity securities authorised by sub-paragraph (b) of
Resolution 6 set out in the Notice convening this Meeting, exceed US$289,665,000
(being equal to approximately 5 per cent of the nominal amount of Ordinary
Shares of the Company in issue at the latest practicable date prior to the
printing of the Notice of this Meeting) and such authority shall expire at the
conclusion of the Annual General Meeting of the Company to be held in 2008 save
that this authority shall allow the Company before the expiry of this authority
to make offers or agreements which would or might require relevant securities to
be allotted after such expiry and the Directors may allot relevant securities in
pursuance of such offers or agreements as if the authority conferred hereby had
not expired.
6 THAT the Directors be and are hereby empowered pursuant to
section 95 of the Companies Act 1985 ("the Act"):
(a) subject to the passing of Resolution 5 set out in the Notice
convening this Meeting, to allot equity securities (as defined by section 94 of
the Act) the subject of the authority granted by Resolution 5; and
(b) to allot any other equity securities (as defined by section
94 of the Act) which are held by the Company in treasury,
in each case as if section 89(1) of the Act did not apply to any such allotment,
provided that this power shall expire at the conclusion of the Annual General
Meeting of the Company to be held in 2008 save that this power shall enable the
Company before the expiry of this power to make offers or agreements which would
or might require equity securities to be allotted after such expiry and the
Directors may allot equity securities in pursuance of such offers or agreements
as if the power conferred hereby had not expired.
7 THAT the Company be and is hereby generally and
unconditionally authorised to make market purchases (within the meaning of
section 163 of the Companies Act 1985) of Ordinary Shares of US$0.50 each in the
capital of the Company ("Ordinary Shares") and the Directors are authorised to
exercise such authority provided that:
(a) the maximum number of Ordinary Shares hereby authorised to
be purchased is 1,158,660,000 Ordinary Shares;
(b) the minimum price (exclusive of expenses) which may be paid
for each Ordinary Share is US$0.50 (or the equivalent in the relevant currency
in which the purchase is effected calculated by reference to the spot rate of
exchange for the purchase of United States dollars with such other currency as
quoted by HSBC Bank plc in the London Foreign Exchange Market at or about 11.00
am (London time) on the business day (being a day on which banks are ordinarily
open for the transaction of normal banking business in London) prior to the date
on which the Ordinary Share is contracted to be purchased, in each case such
rate to be the rate as conclusively certified by an officer of HSBC Bank plc);
(c) the maximum price (exclusive of expenses) which may be paid
for each Ordinary Share is the lower of (i) 105 per cent of the average of the
middle market quotations for the Ordinary Shares (as derived from the Daily
Official List of London Stock Exchange plc) for the five dealing days
immediately preceding the day on which the Ordinary Share is contracted to be
purchased or (ii) 105 per cent of the average of the closing prices of the
Ordinary Shares on The Stock Exchange of Hong Kong Limited for the five dealing
days immediately preceding the day on which the Ordinary Share is contracted to
be purchased, in each case converted (where relevant) into the relevant currency
in which the purchase is effected calculated by reference to the spot rate of
exchange for the purchase of such currency with the currency in which the
quotation and/or price is given as quoted by HSBC Bank plc in the London Foreign
Exchange Market at or about 11.00 am (London time) on the business day prior to
the date on which the Ordinary Share is contracted to be purchased, in each case
such rate to be the rate as conclusively certified by an officer of HSBC Bank
plc;
(d) unless previously revoked or varied this authority shall
expire at the conclusion of the Annual General Meeting of the Company to be held
in 2008; and
(e) the Company may prior to the expiry of this authority make a
contract to purchase Ordinary Shares under this authority which will or may be
executed wholly or partly after such expiry and may make a purchase of Ordinary
Shares pursuant to any such contract.
8 THAT the Directors be and are hereby empowered:
(a) to exercise the power conferred upon them by Article 151 of
the Articles of Association of the Company (as from time to time varied) so
that, to the extent and in the manner determined by the Directors, the holders
of Ordinary Shares of US$0.50 each in the Company ("Ordinary Shares") be
permitted to elect to receive new Ordinary Shares, credited as fully paid
instead of all or part of any dividend (including interim dividends) payable up
to the conclusion of the Annual General Meeting in 2012;
(b) to capitalise from time to time the appropriate nominal
amount or amounts of new shares of the Company falling to be allotted pursuant
to elections made under the Company's scrip dividend scheme out of the amount or
amounts standing to the credit of any reserve account or fund of the Company, as
the Directors may determine, to apply that sum in paying up in full the relevant
number of such new shares and to allot such new shares pursuant to such
elections; and
(c) generally to implement the Company's scrip dividend scheme
on such terms and conditions as the Directors may from time to time determine
and to take such other actions as the Directors may deem necessary or desirable
from time to time in respect of the Company's scrip dividend scheme.
9 THAT the Company be and is hereby generally and
unconditionally authorised for the purposes of Part XA of the Companies Act 1985
(as amended) ("the Act") to make donations to EU political organisations and to
incur EU political expenditure (as such terms are defined in section 347A of the
Act) up to a maximum aggregate amount of GBP250,000 provided that such authority
shall expire on the earlier of the conclusion of the Annual General Meeting of
the Company to be held in 2008 and the date on which the last of sections 239
and 362 to 379 (inclusive) of the Companies Act 2006 come into force.
10 THAT HSBC Bank plc be and is hereby generally and
unconditionally authorised for the purposes of Part XA of the Companies Act 1985
(as amended) ("the Act") to make donations to EU political organisations and to
incur EU political expenditure (as such terms are defined in section 347A of the
Act) up to a maximum aggregate amount of GBP50,000 provided that such authority
shall expire on the earlier of the conclusion of the Annual General Meeting of
the Company to be held in 2008 and the date on which the last of sections 239
and 362 to 379 (inclusive) of the Companies Act 2006 come into force.
11 THAT the Company be authorised, subject to and in accordance
with the provisions of the Companies Act 2006 and the Articles of Association of
the Company (as from time to time varied), to send, convey or supply all types
of notices, documents or information to the members by means of electronic
equipment for the processing (including by means of digital compression),
storage and transmission of data, using wires, radio optical technologies, or
any other electromagnetic means, including by making such notices, documents or
information available on a website.
12 THAT the Articles of Association of the Company be and are
hereby altered as follows:
(a) by inserting into Article 2.1 the following words:
"2006 Act subject to paragraph 2.3 of this
Article, the Companies Act 2006";
(b) by deleting from Article 2.1 the following words:
"communication has the meaning given to it in the
Electronic Communications Act 2000";
(c) by deleting from Article 2.1 the following words:
"electronic communication has the meaning given to it in the Electronic
Communications Act 2000 and "electronic communications" shall be construed
accordingly",
and substituting therefor the words:
"electronic form has the meaning given in section 1168
of the 2006 Act, and shall include provision of any information or document on a
website, and references to "electronic copy", "electronic communication" and "
electronic means" shall be construed accordingly";
(d) by inserting into Article 2.1 the following words:
"hard copy any document sent or supplied in a
paper copy or similar form capable of being read by the recipient";
(e) by inserting into Article 2.4 the words "or the 2006 Act, as
appropriate" so that Article 2.4 reads as follows:
"Save as aforesaid, and unless the context otherwise requires, words or
expressions contained in these Articles shall bear the same meaning as in the
Act or the 2006 Act, as appropriate.";
(f) by inserting into Article 79A.1 the words ", the 2006 Act"
so that the introductory words of Article 79A.1 begin as follows:
"From time to time the Directors may (consistently with the Act, the 2006 Act
and these Articles) make such regulations and establish such procedures as they
consider appropriate to receive and verify the appointment or revocation of a
proxy. Any such regulations may be general or specific to a particular meeting.
";
(g) by deleting from Article 81.1, 81.3, 81.4(a), 81.5 and 81.6
the words "section 212 of the Act" and substituting therefor the words "section
793 of the 2006 Act",
by deleting from Article 81.4(b) the words "section 212 of the Act" and
substituting therefor the words "sections 820 to 825 of the 2006 Act",
by deleting from Article 81.4(e)(i) the words "section 428 of the Act" and
substituting therefor the words "section 974 of the 2006 Act",
by deleting from Article 81.4(e)(ii) the words "section 207 of the Financial
Services Act 1986" and substituting therefor the words "section 285 of the
Financial Services and Markets Act 2000", and
by deleting from Article 81.7 the words "section 216 of the Act" and
substituting therefor the words "section 794 of the 2006 Act";
(h) by deleting Article 95;
(i) by deleting from Article 132.1(d) the words "Part VI of the
Act" and substituting therefor the words "Part 22 of the 2006 Act";
(j) by deleting the existing Article 159 and substituting
therefor the following new Article 159:
"159 Form of Notices
159.1 Notwithstanding anything to the contrary in these Articles, any
notice, document or information to be given, sent, issued, deposited, served or
delivered (or the equivalent) to or by any person pursuant to these Articles
(other than a notice calling a meeting of the Directors) shall be in writing
and, if the Board in its absolute discretion considers appropriate for any
purpose or purposes under these Articles, any such notice, document or
information shall be deemed given, sent, issued, deposited, served or delivered
(or the equivalent) where it is sent in electronic form to an address for the
time being notified for that purpose to the person giving such notice, document
or information, but subject always to the provisions of Article 162. In the case
of notices or other documents or information sent in electronic form the Board
may make this subject to such terms and conditions as it shall in its absolute
discretion consider appropriate, subject to and in accordance with the
provisions of the 2006 Act. Nothing in these Articles shall affect any
requirement of the Act and the 2006 Act that any particular offer, notice or
other document or information be served in any particular manner.
159.2 For the purposes of these Articles, notices, documents or
information may be sent in electronic form by the Company to a person where (i)
such person has agreed (generally or specifically) that the notice, document or
information may be sent or supplied in that form (and has not revoked that
agreement), including on a website (ii) the notice, document or information (as
the case may be) is a notice, document or information to which that agreement
applies and (iii) in the case of a notice, document or information being made
available on a website, a notice is sent to the person, in a manner for the time
being agreed for that purpose between that person and the Company notifying such
person, of (a) the publication of that notice, document or information on the
website (b) the address of the website and (c) the place on that website where
the notice, document or information may be accessed, and how it may be accessed,
and in any such case the notification referred to in this Article 159.2 shall be
treated as the relevant notice for the purposes of these Articles.
159.3 Subject to the 2006 Act, any notice, document or information is
validly sent or supplied by the Company if it is made available on a website.
159.4 Subject to the members having resolved that the Company may
send or supply notices, documents or information to members by making them
available on a website, where the Company requests the agreement of a person to
receive specified notices, documents or information by means of a website and
the Company does not receive a response within the period of 28 days (or such
shorter period as may be required by statute) from the date the Company's
request was sent, such person shall be deemed to have agreed to receive such
notices, documents or information by the means specified in the request.
159.5 The Company shall, at the request of a member, also provide
such member, within 21 days of the receipt by the Company of the request, with a
hard copy of any document sent in electronic form in accordance with these
Articles.
159.6 Any amendment or revocation of a notification given to the
Company under this Article 159 shall only take effect if it is delivered to the
Company in writing, signed by the member and on actual receipt by the Company
thereof.";
(k) by inserting the following new Article 159A:
"159A Authentication
159A.1 For the purposes of these Articles, the Company shall treat any
document received by it as sufficiently authenticated if:
(a) where the document is sent in hard copy form, it is signed
by the person who sent it; or
(b) where the document is sent in electronic form, it has been
authenticated in such manner as the Board may, in its absolute discretion, from
time to time, determine,
provided that, where a document is sent or supplied to the Company by a person
on behalf of another, the Board may, in its absolute discretion, request that
the sender also provide such reasonable evidence of their authority to act on
such other's behalf as the Board may specify before the document may be treated
as sufficiently authenticated.";
(l) by inserting the following new Article 162.4:
"162.4 Any notice, document or other information sent or supplied to a
member by means of the Company's website, in accordance with Article 159, shall
be deemed to have been received by the intended recipient when the material was
first made available on the website or, if later, at the time the intended
recipient received (or is deemed to have received) notice of the fact the
material was available on the Company's website."; and
(m) by deleting from Article 163.1 the words "section 212 of the
Act" and substituting therefor the words "section 793 of the 2006 Act".
By Order of the Board
R G Barber
Group Company Secretary
3 April 2007
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
Notes:
(1) Voting at the Meeting may be decided on a show of hands,
unless a poll is directed by the Chairman of the Meeting or a poll is demanded
by:
(a) at least five members present in person or by proxy and
entitled to vote at the Meeting; or
(b) a member or members present in person or by proxy
representing not less than one-tenth of the total voting rights of all the
members having the right to vote at the Meeting; or
(c) a member or members present in person or by proxy holding
shares conferring a right to vote at the Meeting, being shares on which an
aggregate sum has been paid up equal to not less than one-tenth of the total sum
paid up on all the shares conferring that right.
It is again intended that a poll will be conducted on each resolution set out in
this Notice of Annual General Meeting.
The issued share capital of the company with voting rights on 22 March 2007,
being the latest practicable date prior to the printing of this document, was
11,586,628,706 ordinary shares of US$0.50.
(2) A member entitled to attend and vote at the Meeting is
entitled to appoint one or more proxies to attend and vote instead of the
member. A proxy need not be a member. Completion and submission of an instrument
appointing a proxy will not preclude a member from attending and voting in
person at the Meeting.
(3) In order to be valid, the instrument appointing a proxy and
the power of attorney or other authority (if any) under which it is signed, or a
copy of such authority certified notarially or in some other way approved by the
Board, must be deposited at: the offices of Computershare Investor Services PLC,
PO Box 1064, The Pavilions, Bridgwater Road, Bristol BS99 3FA, United Kingdom;
the offices of Computershare Hong Kong Investor Services Limited, Hopewell
Centre, Rooms 1806-1807, 18th Floor, 183 Queen's Road East, Wan Chai, Hong Kong
SAR; or Corporate Shareholder Services, The Bank of Bermuda Limited, 6 Front
Street, Hamilton HM 11, Bermuda, not less than 48 hours before the time of the
holding of the Meeting (or any adjourned meeting). In the case of an appointment
of a proxy submitted in electronic form, such appointment must be received not
less than 48 hours before the time of the holding of the Meeting (or any
adjourned meeting). It should be noted, however, that any power of attorney or
other authority relating to an appointment of a proxy cannot be submitted
electronically and must be deposited as referred to above for the appointment to
be valid.
(4) Pursuant to the Uncertificated Securities Regulations 2001,
changes to entries on the principal register of members of the Company
maintained in England (the 'Principal Register') after midnight (London time) on
the day prior to the day immediately before the Meeting or any adjourned meeting
(as the case may be) shall be disregarded in determining the rights of a member
to attend or vote at the Meeting or any adjourned meeting (as the case may be).
Accordingly, a member entered on the Principal Register at midnight on the day
prior to the day immediately before the Meeting or any adjourned meeting (as the
case may be) shall be entitled to attend and vote at the Meeting or any
adjourned meeting (as the case may be) in respect of the number of such shares
entered against the member's name at that time.
(5) CREST members who wish to appoint a proxy or proxies by
using the CREST electronic proxy appointment service may do so for the Meeting
or any adjourned meeting by following the procedures described in the CREST
manual. CREST personal members or other CREST sponsored members, and those CREST
members who have appointed a voting service provider, should refer to their
CREST sponsor or voting service provider, who will be able to take the
appropriate action on their behalf.
In order for a proxy appointment made by means of CREST to be valid, the
appropriate CREST message (a 'CREST Proxy Instruction') must be properly
authenticated in accordance with CRESTCo's specifications and must contain the
information required for such instructions, as described in the CREST manual.
The message must be transmitted so as to be received by the issuer's agent (ID
3RA50) by the latest time for receipt of proxy appointments specified in Note
(3) above. For this purpose, the time of receipt will be taken to be the time
(as determined by the timestamp applied to the message by the CREST Applications
Host) from which the issuer's agent is able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST.
CREST members and, where applicable, their CREST sponsor or voting service
providers should note that CRESTCo does not make available special procedures in
CREST for any particular messages. Normal system timings and limitations will
therefore apply in relation to the input of CREST Proxy Instructions. It is the
responsibility of the CREST member concerned to take (or, if the CREST member is
a CREST personal member or sponsored member or has appointed a voting service
provider, to procure that his CREST sponsor or voting service provider takes)
such action as shall be necessary to ensure that a message is transmitted by
means of the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting service providers
are referred, in particular, to those sections of the CREST manual concerning
practical limitations of the CREST system and timings.
Pursuant to Regulation 35(5)(a) of the Uncertificated Securities Regulations
2001 the Company may treat as invalid a CREST Proxy Instruction if the Company
has actual notice that:
- the information in the instruction is incorrect;
- the person expressed to have sent the instruction did not in
fact send it; or
- the person sending the instruction on behalf of the relevant
shareholder did not have the authority to do so.
(6) In the case of joint registered holders of any share, the
vote of the senior who tenders a vote, whether in person or by proxy, shall be
accepted to the exclusion of the votes of the other joint holders. For this
purpose seniority shall be determined by the order in which the names of the
holders stand in the Principal Register or either the Hong Kong or Bermuda
Overseas Branch Registers of the Company, as appropriate.
(7) The Directors are Lord Butler+, R K F Ch'ien+ (who will
retire as a Director on 25 May 2007), J D Coombe+, Baroness Dunn*, R A Fairhead
+, D J Flint, W K L Fung+, M F Geoghegan, S K Green, S Hintze+ (who will retire
as a Director on 25 May 2007), J W J Hughes-Hallett+, Sir Brian Moffat+, Sir
Mark Moody-Stuart+, G Morgan+, S W Newton+, S M Robertson+, H Sohmen* (who will
retire as a Director on 25 May 2007) and Sir Brian Williamson+. The Group
Chairman has confirmed that, following performance evaluation, the Directors
standing for re-election under Resolution 3 continue to perform effectively and
demonstrate commitment to their roles. The particulars required to be disclosed,
pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on
the Stock Exchange of Hong Kong Limited, of the Directors standing for
re-election are:
+Frederick Edward Robin Butler, The Rt Hon the Lord Butler of Brockwell, KG,
GCB, CVO, MA
Age 69. Master, University College, Oxford. A non-executive Director since 1998.
Chairman of the Corporate Responsibility Committee and the HSBC Global Education
Trust. A member of the Nomination Committee until the conclusion of the Annual
General Meeting in 2007. A non-executive Director of Imperial Chemical
Industries plc. A member of the International Advisory Board of Marsh McLennan
Inc. Chaired the UK Government Review of Intelligence on Weapons of Mass
Destruction in 2004. Secretary of the Cabinet and Head of the Home Civil Service
in the United Kingdom from 1988 to 1998.
*The Baroness Lydia Selina Dunn, DBE, Deputy Chairman and senior non-executive
Director
Age 67. An executive Director of John Swire & Sons Limited and a Director of
Swire Pacific Limited. A non-executive Director since 1990 and a non-executive
Deputy Chairman since 1992. A member of the Nomination Committee. A
non-executive Director of The Hongkong and Shanghai Banking Corporation Limited
from 1981 to 1996. A Patron of the UK Foundation of the University of British
Columbia, a registered charity. A member of the Asia Task Force. A former Senior
Member of the Hong Kong Executive Council and Legislative Council.
+Rona Alison Fairhead, MA, MBA
Age 45. Chief Executive Officer and Director of the Financial Times Group
Limited and a Director of Pearson plc. A non-executive Director since 2004. A
member, and from the conclusion of the Annual General Meeting in 2007, Chairman
of the Group Audit Committee. A non-executive Director of The Economist
Newspaper Limited. Finance Director of Pearson plc until 12 June 2006. Former
Executive Vice President, Strategy and Group Control of Imperial Chemical
Industries plc.
+Dr William Kwok Lun Fung, OBE, BA, BSE, MBA
Age 58. Group Managing Director of Li & Fung Limited. A non-executive Director
since 1998. A member of the Corporate Responsibility Committee and, until the
conclusion of the Annual General Meeting in 2007, of the Remuneration Committee.
A non-executive Director and, since May 2005, Deputy Chairman of The Hongkong
and Shanghai Banking Corporation Limited. A non-executive Director of CLP
Holdings Limited, Integrated Distribution Services Group Limited, Convenience
Retail Asia Limited, Shui On Land Limited and VTech Holdings Limited. A member
of the Hong Kong Trade Development Council. A former non-executive Director of
Bank of Communications Co. Ltd. Former Chairman of the Hong Kong General Chamber
of Commerce, the Hong Kong Exporters' Association and the Hong Kong Committee
for the Pacific Economic Co-operation Council.
+Sir Brian Scott Moffat, OBE, FCA, Deputy Chairman and senior independent
non-executive Director
Age 68. A non-executive Director since 1998 and a non-executive Deputy Chairman
since 2001. Chairman of the Group Audit Committee and of the Nomination
Committee. From the conclusion of the Annual General Meeting in 2007, will cease
to be the senior independent non-executive Director, a member and Chairman of
the Group Audit Committee and the Chairman of the Nomination Committee. A
non-executive Director of Macsteel Global BV. Former Chairman of Corus Group plc
and a former member of the Court of the Bank of England.
+Gwyn Morgan, BSc, FCAE
Age 61. A non-executive Director since 1 October 2006 and, from the conclusion
of the Annual General Meeting in 2007, a member of the Remuneration Committee. A
Director of SNC-Lavalin Group Inc., and Alcan Inc. A member of the Board of
Trustees of The Fraser Institute and the Energy Advisory Board of Accenture
Limited. A non-executive Director of HSBC Bank Canada until 18 April 2006.
Founding President and Chief Executive Officer of EnCana Corporation until
December 2005 and Vice Chairman from December 2005 to 24 October 2006.
G Morgan brings to the Board as a non-executive Director a background in
technical, operational, financial and management positions which are
complimentary to the skills and expertise of other Directors. It is the belief
of the Board that G Morgan is fully able to discharge his duties as an
independent non-executive Director.
*Non-executive Director
+Independent non-executive Director
None of the Directors standing for re-election has any material relationship
with another Director, member of Senior Management or substantial or controlling
shareholder.
According to the registers of Directors' interests maintained by HSBC Holdings
plc pursuant to section 325 of the Companies Act 1985 and section 352 of the
Securities and Futures Ordinance of Hong Kong, the Directors standing for
re-election had the following interests in the shares and loan capital of HSBC
at 5 March 2007 (the date of the Report of the Directors), all beneficial unless
otherwise stated. Lord Butler, R A Fairhead and G Morgan had no interests in the
shares and loan capital of HSBC at 5 March 2007. Changes in Directors' interests
since 5 March 2007 are shown in note (15) below.
----
HSBC Holdings Beneficial Trustee Jointly with Total Percentage of
ordinary shares of owner another interests ordinary
US$0.50 person shares in
issue
Baroness Dunn 147,875 28,6501 - 176,525 0.00
W K L Fung 328,000 - - 328,000 0.00
Sir Brian Moffat - - 12,149 12,149 0.00
----
1 Non-beneficial
Lord Butler, Baroness Dunn, R A Fairhead, W K L Fung, Sir Brian Moffat and G
Morgan, non-executive Directors who are standing for re-election, each receive a
Director's fee of GBP65,000 per annum. Directors' fees, which are regularly
reviewed and compared with other large international companies, were last
authorised by Shareholders at the 2006 Annual General Meeting, following a
comprehensive review of fees paid in other major UK companies. In addition, Lord
Butler receives fees totalling GBP50,000 per annum as Chairman of the Corporate
Responsibility Committee and a member of the Nomination Committee. Baroness Dunn
receives a fee of GBP20,000 per annum as a member of the Nomination Committee. R
A Fairhead receives a fee of GBP20,000 per annum as a member of the Group Audit
Committee. W K L Fung receives fees totalling GBP40,000 per annum as a member of
the Corporate Responsibility Committee and the Remuneration Committee. He also
receives a fee of HK$45,000 (GBP31,470) per annum as a director of The Hongkong
and Shanghai Banking Corporation Limited. Sir Brian Moffat receives fees
totalling GBP80,000 per annum as Chairman of the Group Audit Committee and the
Nomination Committee. At the conclusion of the Annual General Meeting Lord
Butler will cease to be a member of the Nomination Committee, W K L Fung will
cease to be a member of the Remuneration Committee and Sir Brian Moffat will
cease to be a member and Chairman of the Group Audit Committee and Chairman of
the Nomination Committee. At the conclusion of the Annual General Meeting
RAFairhead will become Chairman of the Group Audit Committee. Committee fees are
determined by the Board. Those Directors to whom fees are payable do not
participate in that determination.
Non-executive Directors do not have service contracts with HSBC Holdings plc.
The terms of appointment for the non-executive Directors standing for
re-election will expire: in 2008 in respect of Lord Butler, Baroness Dunn, W K L
Fung and Sir Brian Moffat; and in 2010 in respect of R A Fairhead and G Morgan.
Save as disclosed above there are no further matters or particulars required to
be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited.
(8) The general purpose of the authorities to be conferred on
the Directors by Resolutions 5 and 6 is to enable the Directors to allot shares
(or sell shares held by the Company in treasury following an own share purchase)
up to a specified number without having first to obtain the consent of Ordinary
Shareholders in general meeting. The Directors have undertaken that no capital
will be issued which would effectively change the control of the Company or the
nature of its business without the prior approval of Ordinary Shareholders in
general meeting.
(9) The purpose of the authority to be conferred by Resolution 7
is to enable the Company to make market purchases of its own shares. The total
number of options to subscribe for Ordinary Shares outstanding on 22 March 2007
(the latest practicable date prior to printing of this document) was 300,866,008
which represented 2.6 per cent of the issued ordinary share capital as at that
date. If the Company were to purchase the maximum number of Ordinary Shares
permitted by this Resolution, the options outstanding on 22 March 2007 would
represent 2.89 per cent of the issued ordinary share capital.
(10) The purpose of the authority to be conferred by Resolution 8
is to enable the Directors to continue to offer Shareholders a scrip dividend
alternative.
(11) The purpose of the authorities to be conferred by Resolutions
9 and 10 is to permit the Company and HSBC Bank plc to make political donations
and incur political expenditure up to a maximum aggregate amount of GBP250,000
(in respect of the Company) and GBP50,000 (in respect of HSBC Bank plc) for a
further period where such authorities will expire on the earlier of the date on
which the last of the sections of the UK Companies Act 2006 relating to
ratification by shareholders and political donations and expenditure come into
force (which is expected to be in October 2007) and the conclusion of the
Company's Annual General Meeting in 2008. It is not proposed that the Company's
long-standing policy of not making contributions to any political party be
changed. The authorities are sought only as a precautionary measure because of
the uncertainty as to what might unexpectedly fall within the very broad scope
of what are defined as political donations or expenditure in the UK Companies
Act 1985 as amended by the Political Parties, Elections and Referendums Act
2000.
(12) The purpose of the authority to be conferred by Resolution 11
is to enable the Company to take advantage of the shareholder electronic
communication provisions of the UK Companies Act 2006, which includes the deemed
agreement procedure. Further details are contained in paragraph 5 of Appendix
II.
(13) The purpose of Resolution 12 is to make alterations to the
Articles of Association to reflect certain of the provisions of the UK Companies
Act 2006 which have come into force on 1 January 2007 and 20 January 2007 and
which will come into force on 6 April 2007, further details of which are
contained in Appendix II.
Copies of the Articles of Association of the Company and the Articles of
Association of the Company as proposed to be amended by the provisions of
Resolution 12 will be available for inspection at the registered office of the
Company in London and at 1 Queen's Road Central, Hong Kong during usual business
hours from the date of this Notice until the date of the Meeting and at the
place and on the date of the Meeting from at least 15 minutes before the Meeting
begins until the conclusion of the Meeting.
(14) For safety reasons, security checks will be carried out on
entry to the Meeting. Shareholders are reminded that briefcases, cameras and
tape-recorders will not be allowed in the Meeting and that all mobile telephones
must be switched off.
(15) According to the registers of Directors' interests maintained
by the Company pursuant to section 325 of the Companies Act 1985 and section 352
of the Securities and Futures Ordinance of Hong Kong, the following changes in
the Directors' interests, all beneficial unless otherwise stated, in the shares
and loan capital of HSBC Holdings plc and its subsidiaries or associated
corporations have occurred during the period from 5 March 2007 (the date of the
Report of the Directors) to 22 March 2007 (the latest practicable date prior to
the printing of this document):
(a) The undernamed Directors were granted conditional awards of
Performance Shares under The HSBC Share Plan which give rise to additional
interests as beneficiaries of a trust in the number of HSBC Holdings Ordinary
Shares of US$0.50 shown below:
D J Flint 246,185
M F Geoghegan 559,513
S K Green 419,635
The awards are subject to the vesting arrangements set out on pages 281 to 283
of the Annual Report and Accounts.
(b) S W Newton acquired 50,000 HSBC Holdings ordinary shares of
US$0.50 as beneficial owner;
(c) H Sohmen acquired a corporate interest in 50,000 HSBC
Holdings ordinary shares of US$0.50;
(d) Sir Brian Williamson acquired 5,000 HSBC Holdings ordinary
shares of US$0.50 as beneficial owner;
(e) J D Coombe acquired 6,000 HSBC Holdings ordinary shares of
US$0.50 as beneficial owner;
(f) The performance conditions for the awards made in 2002 under
the HSBC Holdings Restricted Share Plan 2000 have been met and the awards have
vested. Upon vesting, the Trustee of the Restricted Share Plan, unless otherwise
requested, sold sufficient HSBC Holdings Ordinary Shares of US$0.50 to meet the
tax liability arising on the vesting and sold additional shares as instructed by
the participant. The Trustee transferred any remaining entitlements to shares to
the participants. As a consequence, the interests of the undernamed Directors in
the HSBC Holdings Ordinary Shares of US$0.50 as beneficiaries of a trust have
reduced and their interests as beneficial owners have increased by the number of
shares shown below:
Reduction in interest as Increase in
beneficiary interest as
of a trust beneficial owner
---- ----
D J Flint 90,897 -
M F Geoghegan 45,449 45,448
S K Green 113,621 113,620
(16) No disclosures of major shareholdings have been received by
the Company pursuant to the requirements of UK Financial Services Authority
Disclosure and Transparency Rule 5.
(17) In the event of a conflict between any translation and the
English text hereof, the English text will prevail.
Annual General Meeting - 25 May 2007
If there is a question or questions you would like to have addressed at the
Annual General Meeting on 25 May 2007, please write your question(s) here and
return this form as indicated below. Alternatively, please send your question by
email to agmquestions@hsbc.com.
Questions
We will endeavour to address any issues raised when the item of business to
which the question relates is under consideration by the Meeting. Any questions
submitted that are not relevant to the business of the Meeting will be forwarded
for the attention of an appropriate executive. These might include matters
relating to a shareholder's bank account or affairs, which are unlikely to be
relevant to the business of the Meeting.
Submitting a question in advance of the Meeting does not affect your rights as a
shareholder to attend and speak at the Meeting.
Signed:
Name:
Shareholder Reference Number:
Please return this form to the Registrars: Computershare Investor Services PLC,
PO Box 1064, The Pavilions, Bridgwater Road, Bristol BS99 3FA, United Kingdom;
Computershare Hong Kong Investor Services Limited, Hopewell Centre, Rooms
1806-1807, 18th Floor, 183 Queen's Road East, Wan Chai, Hong Kong SAR; or
Corporate Shareholder Services, The Bank of Bermuda Limited, 6 Front Street,
Hamilton HM 11, Bermuda.
Printed by St Ives Direct Edenbridge Limited, Edenbridge, UK, on Revive Special
Silk paper using vegetable oil-based inks. Made in Spain, the paper comprises
60% virgin fibre, 30% de-inked post-consumer waste and 10% mill broke. Pulps
used are elemental chlorine-free.
The FSC logo identifies products which contain wood from well-managed forests
certified in accordance with the rules of the Forest Stewardship Council.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
HSBC Holdings plc
By:
Name: P A Stafford
Title: Assistant Group Secretary
Date: 03 April, 2007