Annual Financial Report - 41 of 54

Share capital during 2014

The following events occurred during the year in relation to the ordinary share capital of HSBC Holdings:

Scrip dividends

		HSBC Holdings ordinary shares issued				Aggregate        nominal value		Market value per share
Issued in lieu of		on		number		US$		US$		£
Fourth interim dividend for 2013		30 April 2014		184,047,509		92,023,755		9.9254		5.9788
First interim dividend for 2014		10 July 2014		27,302,240		13,651,120		10.3980		6.1996
Second interim dividend for 2014		9 October 2014		34,787,645		17,393,823		10.6850		6.4478
Third interim dividend for 2014		10 December 2014		22,338,589		11,169,295		10.1178		6.2750

 

All-Employee share plans

	l	Number		Aggregate        nominal value				Exercise price
	l			US$				from		to
HSBC Holdings savings-related share option plans	l
HSBC ordinary shares issued in £	l	30,722,608		15,361,304		£		3.3116		5.9397
HSBC ordinary shares issued in HK$	l	17,206,998		8,603,499		HK$		37.8797		92.5881
HSBC ordinary shares issued in US$	l	1,528,838		764,419		US$		4.8876		11.8824
HSBC ordinary shares issued in €	l	935,177		467,589		€		3.6361		7.5571
Options over HSBC ordinary shares lapsed	l	5,689,854		2,844,927
Options over HSBC ordinary shares granted in response to approximately 24,000 applications from HSBC employees in the UK on 23 September 2014	l	28,688,703		14,344,352
	l
HSBC International Employee Share Purchase Plan	l	6,470		3,235		£		5.9290		6.5770
	l
Plan d'Epargne	l
HSBC ordinary shares issued for the benefit of non-UK resident employees of HSBC France and its subsidiaries	l	1,763,449		881,725		€		6.7073

 

Discretionary share incentive plans

		HSBC Holdings ordinary shares		Aggregate nominal value		Exercise price				Options
	l	issued		US$		from (£)		to (£)		lapsed
Options exercised under:	l
The HSBC Holdings Group Share Option Plan	l	1,434		717		7.2181		7.5379		48,650,452

 

HSBC share plans

		HSBC Holdings ordinary shares		Aggregate nominal value		Market value per share
	l	issued		US$		from (£)		to (£)
Vesting of awards under the HSBC Share Plan and HSBC Share Plan 2011	l	67,226,264		33,613,132		5.9180		6.6040

Authorities to allot and to purchase shares

At the Annual General Meeting in 2014, shareholders renewed the general authority for the Directors to allot new shares up to 12,576,146,960 ordinary shares, 15,000,000 non-cumulative preference shares of £0.01 each, 15,000,000 non-cumulative preference shares of US$0.01 each and 15,000,000 non-cumulative preference shares of €0.01 each. Within this, the Directors have authority to allot up to a maximum of 943,211,022 ordinary shares wholly for cash to persons other than existing shareholders. Shareholders also renewed the authority for the Directors to make market purchases of up to 1,886,422,044 ordinary shares. The Directors have not exercised this authority.

In addition, shareholders gave authority for the Directors to grant rights to subscribe for, or to convert any security into no more than 4,500,000,000 ordinary shares in relation to any issue by HSBC Holdings or any member of the Group of contingent convertible securities that automatically convert into or are exchanged for ordinary shares in HSBC Holdings in prescribed circumstances. Further details about the issue of contingent convertible securities can be found in Note 35 on the Financial Statements.

Other than as described in the table above headed 'Share capital during 2014', the Directors did not allot any shares during 2014.

 

Treasury shares

In accordance with the terms of a waiver granted by the Hong Kong Stock Exchange on 19 December 2005, HSBC Holdings will comply with the applicable law and regulation in the UK in relation to the holding of any shares in treasury and with the conditions of the waiver in connection with any shares it may hold in treasury. Pursuant to Chapter 6 of the UK Companies Act 2006 no shares are currently held in treasury.

Directors' interests

Pursuant to the requirements of the UK Listing Rules and according to the register of Directors' interests maintained by HSBC Holdings pursuant to section 352 of the Securities and Futures Ordinance of Hong Kong, the Directors of HSBC Holdings at 31 December 2014 had the following interests, all beneficial unless otherwise stated, in the shares and loan capital of HSBC Holdings and its associated corporations:

Directors' interests - shares and loan capital

				At 31 December 2014
		At             1 January                      2014		Beneficial                   owner		Child              under 18             or spouse		Jointly       with another                 person		Trustee		Total               interests1
HSBC Holdings ordinary shares
Safra Catz3		-		20,045		-		-		-		20,045
Lord Evans of Weardale		1,495		5,519		-		-		-		5,519
Joachim Faber		10,605		24,105		-		-		-		24,105
Rona Fairhead		21,858				-		76,524		-		76,524
Douglas Flint		392,664		400,748		-		-		-		400,748
Stuart Gulliver		2,730,477		2,434,303		176,885		-		-		2,611,188
Sam Laidlaw		35,123		35,352		-		-		1,4162		36,768
John Lipsky3		15,525		15,820		-		-		-		15,820
Rachel Lomax		-		15,500		-		-		-		15,500
Iain Mackay		65,130		79,933		-		-		-		79,933
Heidi Miller3		-		3,575		-		-		-		3,575
Marc Moses		400,753		480,423		-		-		-		480,423
Sir Simon Robertson		9,912		22,981		-		-		-		22,981
Jonathan Symonds		-		15,940		4,613		-		-		20,553
		RMBm		RMBm		RMBm		RMBm		RMBm		RMBm
HSBC Bank 2.875% Notes 2015
Joachim Faber4		5.1		-		-		-		-		5.1

1   Executive Directors' other interests in HSBC Holdings ordinary shares arising from the HSBC Holdings savings-related share option plans, the HSBC Share Plan and the HSBC Share Plan 2011 are set out in the Scheme interests in the Directors' Remuneration Report on page 320. At 31 December 2014, the aggregate interests under the Securities and Futures Ordinance of Hong Kong in HSBC Holdings ordinary shares, including interests arising through employee share plans were: Douglas Flint - 405,683; Stuart Gulliver - 5,175,003; Marc Moses - 1,775,461; and Iain Mackay - 1,086,284. Each Director's total interests represents less than 0.03% of the shares in issue.

2   Non-beneficial.

3   Safra Catz has an interest in 4,009, John Lipsky has an interest in 3,164 and Heidi Miller has an interest in 715 listed American Depositary Shares ('ADS'), which are categorised as equity derivatives under Part XV of the Securities and Futures Ordinance of Hong Kong. Each ADS represents five HSBC Holdings ordinary shares.

4   Non-beneficial interest in renminbi ('RMB') 1.2m 2.875% Notes 2015.

No Directors held any short position as defined in the Securities and Futures Ordinance of Hong Kong in the shares and loan capital of HSBC Holdings and its associated corporations. Save as stated above, none of the Directors had an interest in any shares or debentures of HSBC Holdings or any associated corporation at the beginning or at the end of the year, and none of the Directors or members of their immediate families were awarded or exercised any right to subscribe for any shares or debentures in any HSBC corporation during the year.

Since the end of the year, the aggregate interests of the following Director has increased by the number of HSBC Holdings ordinary shares shown against his name:

HSBC Holdings ordinary shares
Douglas Flint (beneficial owner)		251

1   The acquisition of shares in the HSBC Holdings UK Share Incentive Plan through regular monthly contributions.

There have been no other changes in the share and loan capital interests of the Directors from 31 December 2014 to the date of this report. Any subsequent changes up to the last practicable date before the publication of the Notice of Annual General Meeting will be set out in the notes to that notice.

At 31 December 2014, non-executive Directors and senior management (being executive Directors and Group Managing Directors of HSBC Holdings) held, in aggregate, beneficial interests in 17,531,530 HSBC Holdings ordinary shares (0.09% of the issued ordinary shares).

At 31 December 2014, executive Directors and senior management held, in aggregate, options to subscribe for 28,288 of HSBC Holdings ordinary shares under the HSBC Holdings savings-related share option plans and HSBC Holdings Group Share Option Plan. These options are exercisable between 2015 and 2020 at prices ranging from £4.4621 to £5.1887 per ordinary share.

Dividends and shareholders

Dividends for 2014

First, second and third interim dividends for 2014, each of US$0.10 per ordinary share, were paid on 10 July 2014, 9 October 2014 and 10 December 2014 respectively. Note 9 on the Financial Statements gives more information on the dividends declared in 2014. On 23 February 2015, the Directors declared a fourth interim dividend for 2014 of US$0.20 per ordinary share in lieu of a final dividend, which will be payable on 30 April 2015 in cash in US dollars, or in sterling or Hong Kong dollars at exchange rates to be determined on 20 April 2015, with a scrip dividend alternative. As the fourth interim dividend for 2014 was declared after 31 December 2014 it has not been included in the balance sheet of HSBC as a debt. The reserves available for distribution at 31 December 2014 were US$48,883m.

A quarterly dividend of US$15.50 per 6.20% non-cumulative US dollar preference share, Series A ('Series A dollar preference share'), (equivalent to a dividend of US$0.3875 per Series A American Depositary Share, each of which represents one-fortieth of a Series A dollar preference share), was paid on 17 March, 16 June, 15 September and 15 December 2014.

Dividends for 2015

Quarterly dividends of US$15.50 per Series A dollar preference share (equivalent to a dividend of US$0.3875 per Series A American Depositary Share, each of which represents one-fortieth of a Series A dollar preference share) and £0.01 per Series A sterling preference share were declared on 9 February 2015 for payment on 16 March 2015.

Communication with shareholders

Communication with shareholders is given high priority. The Board has adopted a shareholder communication policy which is available on www.hsbc.com. Extensive information about our activities is provided to shareholders in the Annual Report and Accounts, the Strategic Report and the Interim Report which are available on www.hsbc.com. There is regular dialogue with institutional investors and enquiries from individuals on matters relating to their shareholdings and our business are welcomed and are dealt with in an informative and timely manner. All shareholders are encouraged to attend the Annual General Meeting or the informal meeting of shareholders held in Hong Kong to discuss our progress. Shareholders may send enquiries to the Board in writing to the Group Company Secretary, HSBC Holdings plc, 8 Canada Square, London E14 5HQ or by sending an email to [email protected].

Shareholders may require the Directors to call a general meeting, other than an annual general meeting as provided by the UK Companies Act 2006. Requests to call a general meeting may be made by members representing at least 5% of the paid-up capital of the Company as carries the right of voting at general meetings of HSBC Holdings (excluding any paid-up capital held as treasury shares). A request must state the general nature of the business to be dealt with at the meeting and may include the text of a resolution that may properly be moved and is intended to be moved at the meeting. A resolution may properly be moved at a meeting unless it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company's constitution or otherwise); it is defamatory of any person; or it is frivolous or vexatious. A request may be in hard copy form or in electronic form and must be authenticated by the person or persons making it. A request may be made in writing to the postal address referred to in the paragraph above or by sending an email to [email protected]. At any meeting convened on such request no business shall be transacted except that stated by the requisition or proposed by the Board.

Notifiable interests in share capital

At 31 December 2014, we had received the following disclosures (which have not been subsequently changed) of major holdings of voting rights pursuant to the requirements of Rule 5 of the FCA Disclosure Rules and Transparency Rules:

·   Legal & General Group Plc gave notice on 10 July 2013 that on 9 July 2013 its holding of HSBC Holdings ordinary shares fell below 3.00% of the total voting rights at that date; and

·   BlackRock, Inc. gave notice on 9 December 2009 that on 7 December 2009 it had the following: an indirect interest in HSBC Holdings ordinary shares of 1,142,439,457; qualifying financial instruments with 705,100 voting rights that may be acquired if the instruments are exercised or converted; and financial instruments with similar economic effect to qualifying financial instruments which refer to 234,880 voting rights, each representing 6.56%, 0.0041% and 0.0013%, respectively, of the total voting rights at that date.

At 31 December 2014, according to the register maintained by HSBC Holdings pursuant to section 336 of the Securities and Futures Ordinance of Hong Kong:

·   JPMorgan Chase & Co. gave notice on 21 November 2014 that on 18 November 2014 it had the following interests in HSBC Holdings ordinary shares: a long position of 937,591,714 shares; a short position of 99,085,113 shares; and a lending pool of 527,117,024 shares, each representing 4.88%, 0.51% and 2.74%, respectively, of the ordinary shares in issue at that date; and

·   BlackRock, Inc. gave notice on 28 October 2014 that on 24 October 2014 it had the following interests in HSBC Holdings ordinary shares: a long position of 1,238,135,870 shares and a short position of 4,572,291 shares, each representing 6.45% and 0.02%, respectively, of the ordinary shares in issue at that date.

In compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited at least 25% of the total issued share capital has been held by the public at all times during 2014 and up to the date of this report.

Dealings in HSBC Holdings listed securities

Except for dealings as intermediaries by HSBC Bank and The Hongkong and Shanghai Banking Corporation, which are members of a European Economic Area exchange, neither HSBC Holdings nor any of its subsidiaries have purchased, sold or redeemed any of its securities listed on The Stock Exchange of Hong Kong Limited during the year ended 31 December 2014.