6 May 2025

HSBC HOLDINGS PLC SHARE BUY-BACK

HSBC Holdings plc ("HSBC") announces that, as outlined in its announcement on 29 April 2025, it will commence a share buy-back of HSBC's ordinary shares of US$0.50 each ("Ordinary Shares") for up to a maximum consideration of US$3,000,000,000 (three billion) (the "Buy-back"). The purpose of the Buy-back is to reduce HSBC's outstanding Ordinary Shares.

HSBC has entered into non-discretionary buy-back agreements with Morgan Stanley & Co. International plc ("Morgan Stanley") to enable the purchase of Ordinary Shares by Morgan Stanley, acting as principal, during the period running from 7 May 2025 and ending no later than 25 July 2025 (subject to regulatory approval remaining in place), for an aggregate purchase price of up to US$3,000,000,000 (three billion) and the simultaneous on-sale of such Ordinary Shares by Morgan Stanley to HSBC.

Morgan Stanley will make trading decisions in relation to the Buy-back independently of HSBC. Any purchases of Ordinary Shares will be carried out on the London Stock Exchange, Aquis Exchange, Cboe Europe Limited (through the BXE and CXE order books) and/or Turquoise (together, the "UK Venues") and/or The Stock Exchange of Hong Kong Limited ("Hong Kong Stock Exchange").

The repurchases on the UK Venues will be implemented as "on Exchange" transactions (as such term is defined in the rules of the London Stock Exchange) and will be "market purchases" for the purposes of the Companies Act 2006. The repurchases on the Hong Kong Stock Exchange will be "off-market" for the purposes of the Companies Act 2006 but will be transactions which occur "on Exchange" for the purposes of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules") and which constitute an "on-market share buy-back" for the purposes of the Hong Kong Codes on Takeovers and Mergers and Share Buy-backs ("Hong Kong Buy-back Code").

The repurchases will take place in accordance with certain pre-set parameters and in accordance with (and subject to limits prescribed by) HSBC's authority to make market purchases and off-market purchases of its Ordinary Shares, in each case granted by its shareholders at HSBC's annual general meeting on 2 May 2025 (the "2025 Authority"), Chapter 9 of the Financial Conduct Authority's Listing Rules, Article 5(1) of the Market Abuse Regulation (EU) No 596/2014 (as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "Withdrawal Act")), the Commission Delegated Regulation (EU) No 2016/1052 (as it forms part of domestic law of the United Kingdom by virtue of the Withdrawal Act), the Hong Kong Listing Rules, the Hong Kong Buy-back Code and applicable US federal securities laws.

Ordinary Shares repurchased under the Buy-back will be cancelled.

The maximum number of Ordinary Shares that may be repurchased under the Buy-back is 1,780,490,250, being the number of Ordinary Shares able to be repurchased under the 2025 Authority.

Investor enquiries to:
Neil Sankoff                              +44 (0) 20 7991 5072                 [email protected]

Media enquiries to:
Gillian James                            +44 (0) 20 7992 0516                 [email protected]

Note to editors:

HSBC Holdings plc

HSBC Holdings plc, the parent company of the HSBC Group, is headquartered in London. HSBC serves customers worldwide from offices in 58 countries and territories. With assets of US$3,054bn at 31 March 2025, HSBC is one of the world's largest banking and financial services organisations.

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