HSBC : 2025 Annual General Meeting

HSBC Holdings plc

Notice of Annual General Meeting (AGM) to be held at 10.00am London time (5.00pm Hong Kong time) on Friday, 2 May 2025

We are holding a digitally-enabledAGM, which will be broadcast live. Shareholders will be able to attend and vote electronically at the AGM and to ask questions in real time should they wish to do so. Further information on how to join the meeting electronically can be found on pages 20 to 21.

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 of your shares in HSBC Holdings plc (the "Company" or "HSBC" and together with its subsidiary undertakings, the "Group") you should at once forward this document and all accompanying documents to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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. The ordinary shares of the Company trade under stock code 5 on The Stock Exchange of Hong Kong Limited.

A Chinese translation of this Notice of Annual General Meeting is available at www.hsbc.com/agm. Alternatively, the Chinese translation of this and future documents may be obtained by contacting the Company's registrar (see page 21).

Key dates

21 March 2025

Notice of the AGM is published and shareholders can vote via proxy at www.hsbc.com/proxy. More information can be found from page 17.

23 April 2025 - 5.00pm New York time

Voting cut-off date for American Depositary Shares "ADSs". More information can be found on page 18.

30 April 2025 - 10.00am London time / 5.00pm Hong Kong time

Deadline for the appointment of proxy on UK, Hong Kong and Bermuda registers. More details can be found from page 17.

Deadline for submitting questions in advance. Shareholders can register their questions in advance by emailing [e-mail]

1 May 2025 - 12.01am London time / 7.01am Hong Kong time

Record date for entitlement to attend and vote at the AGM for shareholders entered on UK, Hong Kong or Bermuda registers.

2 May 2025 - 10.00am London time / 5.00pm Hong Kong time

Start time of the AGM. Voting on the day will open when the Chairman declares the poll open.

The results of the poll will be released once collated and available on the stock exchange, National Storage Mechanism and Company's website at www.hsbc.com/agm

本文件乃滙豐控股有限公司之股東周年大會通告。本公司謹訂於2025年5月2日（星期五）倫敦時間上午10時正（香港時間下午5時正）假座 Intercontinental London O2, 1 Waterview Drive, London, SE10 0TW, United Kingdom 舉行股東周年大會。是次股東周年大會通告的中文譯 本可於www.hsbc.com/agm 查閱。如需索取本文件及日後本公司文件的中文譯本，亦可選擇聯絡本公司的股份登記處：Computershare Investor Services PLC，地址為 The Pavilions, Bridgwater Road, Bristol, BS99 6ZZ, United Kingdom（透過網站發出電郵：www. investorcentre.co.uk/contactus）； 香港中央證券登記有限公司，地址為香港皇后大道東183號合和中心17樓1712-1716室（電郵：hsbc.ecom@ computershare.com.hk）；或百慕達滙豐銀行有限公司，地址為 Investor Relations Team, HSBC Bank Bermuda Limited, 37 Front Street, Hamilton HM 11, Bermuda（電郵：[e-mail]）（詳情請參閱本文件「一般資料」部分）。美國預託股份持有人可致

電 [phone] 或致函索取本文件，地址為 Proxy Services Corporation (BNY Mellon ADR Team), 10 Drew Court - Suite #3, Ronkonkoma, NY 11779, USA.

Contents
Chairman's letter	1
Summary of resolutions	3
Notice of the 2025 Annual General Meeting and Explanatory Notes	4
1.	Annual Report and Accounts 2024 (ordinary resolution)	4
2.	Directors' Remuneration Report (ordinary resolution)	4
3.	Directors' Remuneration Policy (ordinary resolution)	4
4.	Election and re-election of Directors (ordinary resolution)	5
5.	Re-appointment of Auditor (ordinary resolution)	7
6.	Remuneration of Auditor (ordinary resolution)	7
7.	Political Donations (ordinary resolution)	7
8.	Authority to allot shares (ordinary resolution)	8
9.	Disapplication of pre-emption rights (special resolution)	9
10.	Further disapplication of pre-emption rights for acquisitions (special resolution)	10
11.	Addition of any repurchased shares to general authority to allot shares (ordinary resolution)	10
12.	Purchases of Ordinary Shares by the Company (special resolution)	10
13.	Approval of form of share repurchase contract (special resolution)	12
14.	Additional authority to allot equity securities in relation to the issue of Contingent Convertible Securities (ordinary resolution)....	13
15.	Limited disapplication of pre-emption rights in relation to the issue of Contingent Convertible Securities (special resolution)	14
16.	Renewal of scrip dividend authority (ordinary resolution)	14
17.	Amendment to the HSBC Share Plan 2011 (ordinary resolution)	14
18.	Cancellation of share premium account and capital redemption reserve (special resolution)	15
19.	Notice of general meetings (special resolution)	15
20.	Shareholder requisitioned resolution - Midland Clawback Campaign (special resolution)	16
Information about the 2025 Annual General Meeting	17
Information on how to vote	17
Electronic attendance at the 2025 Annual General Meeting	20
General information	21
Appendix 1: Directors' biographies	22
Appendix 2: Purchase of Ordinary Shares by the Company	27
Appendix 3: Questions and Answers on Contingent Convertible Securities	29
Appendix 4: Explanatory Statement for requisitioned resolution 20	31
Appendix 5: Board's response to requisitioned resolution 20	32
Appendix 6: Further information regarding Directors and major shareholders	34
Appendix 7: User guide for electronic attendance via Lumi online platform	35
Frequently asked questions	36

HSBC Holdings plc Notice of Annual General Meeting 2025

Chairman's letter

Dear Shareholder

Sir Mark E Tucker

Group Chairman

I am pleased to invite you to the HSBC Holdings plc 2025 Annual General Meeting ("AGM") which will be held on Friday,

2 May 2025 at 10.00am London time (5.00pm Hong Kong time).

Digitally-enabled AGM

The Board invites you to join us at the digitally-enabled AGM through the online platform web.lumiagm.com/172020475. This is the fifth year that we have enabled shareholders to attend the AGM electronically and we are committed to enabling as many shareholders as possible to participate in the meeting. Offering electronic participation provides access to a wider group of shareholders than is possible through an in-person-only AGM. I look forward to your participation.

Digitally-enabled AGMs are optimised for online participation, ensuring accessibility and engagement for the Company's geographically diverse shareholder base. This format allows shareholders, including those located outside the UK, holders on our Hong Kong and Bermuda Overseas Branch Registers and holders of the American Depositary Shares, to actively participate in the meeting and engage with the Board. The rights of shareholders to vote and participate in the digitally-enabled AGM remain unchanged, ensuring equal participation opportunities for all.

We have optimised the content and presentation for the digitally-enabled format. All Board members will attend the meeting. We encourage shareholders to join the AGM via the Lumi online platform, and to engage actively by asking questions and voting, allowing us to further enhance our interaction with you from the comfort of your home.

For shareholders who still want to attend in person, details of how to do so are available on page 17.

You will be able to attend, vote and raise questions electronically

by following the instructions set out on pages 20 to 21. A call placing option will also be provided as an additional means for you to ask questions at the AGM. This can be accessed by following the instructions set out on page 21.

Please read the enclosed Notice of AGM which explains the business to be considered at the AGM. In addition to the standard items of business, I would like to draw your attention to the following items set out below.

Directors

Noel Quinn, our previous Group CEO, stepped down from the Board on 2 September 2024. The Board would like to pay tribute to Noel's leadership of the Company. Noel had a long and distinguished 37-year career at HSBC and we are very grateful for his significant contribution to the Group over many years. Noel was replaced by Georges Elhedery, who was appointed by the Board as Group CEO on 2 September 2024. He is an exceptional leader and banker who cares passionately about the Company, our customers, and our people. He has a track record of leading through change, driving growth, delivering simplification, containing costs and brings a strong focus on execution.

On 22 October 2024, we announced the appointment of Manveen (Pam) Kaur as Group CFO and an Executive Director of the Board, effective on 1 January 2025. Pam joined the Group in April 2013 as Group Head of Audit, and most recently as Group Chief Risk and Compliance Officer. She is a highly experienced financial services executive with almost 40 years' experience having worked in the UK and the US for British, American and German Banks. A qualified chartered accountant, Pam has strong technical knowledge and experience in treasury, capital, balance sheet and risk management, and brings a global perspective and an appreciation of the strategic challenges and opportunities, locally and globally, facing the banking industry in general and HSBC in particular.

In line with best practice and as required by the Company's Articles of Association, Pam Kaur will stand for election for the first time at this year's AGM. All other continuing Directors will stand for re-election.

The Board considers that each of the Directors standing for election

or re-election continues to make a strong contribution to the Board and its committees through their skills and experience. Further information can be found in their biographies on pages 22 to 26. All of the Directors were subject to a performance review, and I held individual discussions with each of them during the year. Further information on the role and workings of the Board can be found in the corporate governance report within the Annual Report and Accounts for the year ended

31 December 2024 ("Annual Report and Accounts 2024").

HSBC Holdings plc Notice of Annual General Meeting 2025

1

Chairman's letter

At the conclusion of this year's AGM, subject to the election and re-election of the Directors as recommended, your Board will comprise

1. non-executiveGroup Chairman, two executive Directors and eleven independent non-executive Directors.

Directors' Remuneration Policy (Resolution 3)

In 2022, you approved our remuneration policy which has been in force since that time, but which expires at the end of its fixed three-year term at the 2025 AGM ("2022 Directors' Remuneration Policy"). Accordingly, at this year's AGM, the Group Remuneration Committee is recommending your approval of a new Directors' remuneration policy which is included in the Directors' remuneration report for the year ended 31 December 2024 ("2024 Directors' Remuneration Report") and set out on pages

285 to 295 of the Annual Report and Accounts 2024 ("2025 Directors' Remuneration Policy").

The 2024 Directors' Remuneration Report set out on pages 279 to 317 of the Annual Report and Accounts 2024, which you will also be invited to approve at Resolution 2, comprises a report by the Group Remuneration Committee on its implementation of the 2022 Directors' Remuneration Policy during the year ended 31 December 2024.

Cancellation of share premium account and capital redemption reserve (Resolution 18)

Subject to shareholder and court approval, the Board intends to increase the Company's distributable reserves, through the conversion of the amount standing to the credit of the share premium account and capital redemption reserve as at 31 December 2024 into retained earnings. If approved, this would give the Company further flexibility to deliver shareholder returns over the coming years in the form of dividends and/or share buy-backs.

Amendment to the HSBC Share Plan 2011 (Resolution 17) In addition to the proposed 2025 Directors' Remuneration Policy (Resolution 3), we are proposing an amendment to the individual plan limit under the HSBC Share Plan 2011. The change goes hand-in-handwith the new 2025 Directors' Remuneration Policy and is required so that we can deliver awards to our executive Directors up to the maximum value recommended under the 2025 Directors' Remuneration Policy.

There are no material changes to the 2011 Plan other than the proposed amendment. Please refer to Appendix 3 of the Notice of the 2020 Annual General Meeting for a summary of the principal features

of the 2011 Plan.

Shareholder requisitioned resolution -

Midland Clawback Campaign (Resolution 20)

We have received notice of a shareholder requisitioned resolution pursuant to Section 338 of the UK Companies Act 2006 from the Midland Clawback Campaign. This resolution is incorporated as Resolution 20 in the Notice of AGM. The resolution and supporting statement (which is set out in Appendix 4 on page 31) should be read together.

Your Board recommends that you vote AGAINST this resolution for the reasons set out in Appendix 5 on pages 32 to 33.

Recommendation

Your Board considers that the proposals set out in Resolutions 1 to 19 of this Notice are in the best interest of the Company and its shareholders and recommends that you vote in favour of these resolutions. Your Board recommends that you vote AGAINST Resolution 20 for the reasons set out in Appendix 5 on pages 32 to 33. The Directors intend to vote in line with these

recommendations in respect of their own beneficial holdings in the Company.

Voting

Your vote is important. Whether or not you plan to attend the AGM, I encourage you to vote on the resolutions in advance of the meeting by completing and submitting a form of proxy appointing the Chairman of the AGM to vote on your behalf. This is to ensure that your vote

is counted even if you are unable to attend on the day. Appointing a proxy will not prevent you from attending the AGM and voting or asking questions on the day. Instructions of how to vote are summarised from page 17.

Together with the Board, I would like to thank you - our valued shareholders - for your continued support and I very much look forward to being able to welcome you to the AGM.

Yours sincerely

Sir Mark E Tucker

Group Chairman

21 March 2025

HSBC Holdings plc

Incorporated in England and Wales with limited liability. Registration number 617987

Registered Office and Group Head Office:

8 Canada Square, London E14 5HQ, United Kingdom

2 HSBC Holdings plc Notice of Annual General Meeting 2025

Resolutions to be voted on at the AGM

The business to be conducted at the AGM is summarised below:

Financials and remuneration

1. Annual Report and Accounts 2024
2. Directors' Remuneration Report
3. Directors' Remuneration Policy

You are being asked to receive the Annual Report and Accounts 2024 and approve the 2024 Directors' Remuneration Report and the 2025 Directors' Remuneration Policy. These documents can be read at www.hsbc.com.

17. Amendment to the HSBC Share Plan 2011

You are being asked to approve the amendment to the HSBC Share Plan 2011. Further details can be found on pages 14 to 15.

Director elections

4a. Election of new Director

4b - 4n. Re-election of existing Directors

You are being asked to elect / re-elect Directors to the Board. Brief biographical details of each of the Directors are set out in Appendix 1 on pages 22 to 23. Further details on Directors' appointments can be found on pages 5 to 6.

Auditor resolutions

1. Re-appointthe Auditor
2. Remuneration of the Auditor

You are being asked to re-appoint PricewaterhouseCoopers LLP as Auditor of the Company and to authorise the Group Audit Committee to determine the remuneration of the Auditor.

Share capital resolutions	13.	Approve the form of share repurchase contract
8.	Allot shares	14.	Allot equity securities in relation to the issue of
9.	Disapply pre-emption rights	15.	Contingent Convertible Securities
10.	Disapply pre-emption rights for acquisitions	Disapply pre-emption rights in relation to the issue
11.	Allot any repurchased shares	16.	of Contingent Convertible Securities
12.	Company to purchase its own ordinary shares	Renewal of scrip dividend authority

These resolutions authorise the Directors to manage the share capital of the Company. This includes authorising the Directors to allot shares within specific limits without first having to offer the shares to existing shareholders in certain circumstances. They also authorise the Company to purchase its own shares within prescribed parameters. Resolution 16 authorises the Directors to reintroduce the scrip dividend alternative if they wish to do so. Please refer to page 14 for further information.

18. Cancellation of share premium account and capital redemption reserve

The Company intends to increase distributable reserves through a reduction of capital, subject to shareholders and court approval. Further details can be found on page 15.

Other resolutions

7. Political donations

The need for the political donations resolution is explained on page 7.

19. Calling general meetings

The general meeting resolution is asking for a minimum of 14 days' notice for shareholder meetings other than AGMs and is explained on page 15.

Shareholder requisitioned resolution

20. Midland Clawback Campaign

This resolution has not been proposed by your Board but has been requisitioned by a group of shareholders on behalf of the Midland Clawback Campaign. Their explanatory statement in support of the proposed special resolution is set out in Appendix 4 on page 31.

Your Board's response, which sets out why the Directors unanimously recommend that you vote AGAINST Resolution 20, is provided in Appendix 5 on pages 32 to 33. Your Board considers that Resolution 20 is not in the best interests of the Company and its shareholders as a whole and unanimously recommends that you vote AGAINST Resolution 20.

Resolutions 9, 10, 12, 13, 15 and 18 to 20 will be proposed as special resolutions. All other resolutions will be proposed as ordinary resolutions.

HSBC Holdings plc Notice of Annual General Meeting 2025

3

HSBC Holdings plc

Notice of the 2025 Annual General Meeting and Explanatory Notes

Notice is hereby given that the 2025 Annual General Meeting ("AGM") of HSBC Holdings plc will be held on the Lumi online platform and at the broadcast venue, the InterContinental London O2, 1 Waterview Drive, London SE10 0TW, United Kingdom on Friday, 2 May 2025

at 10.00am London time (5.00pm Hong Kong time) for the purposes outlined below and in accordance with the information set out on pages 17 to 21 and in Appendix 7 on page 35. For the reasons set out in this document, shareholders are encouraged to participate in the AGM electronically via the Lumi online platform by logging on to web.lumiagm.com/172020475. Details on how to participate in the AGM can be found on pages 20 to 21.

Resolutions numbered 1 to 8, 11, 14, 16 and 17 will be proposed as ordinary resolutions and those numbered 9, 10, 12, 13, 15, and 18 to 20 will be proposed as special resolutions. For ordinary resolutions to be passed, more than half of the votes cast must be in favour of the resolution, while in the case of special resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution.

The explanatory notes should be read in conjunction with the Annual Report and Accounts for the year ended 31 December 2024 ("Annual Report and Accounts 2024"). This Notice of AGM, the Annual Report and Accounts 2024 and the 2024 Strategic Report are available at www.hsbc.com.

For the purpose of this Notice, the issued share capital of the Company on 6 March 2025, being the latest practicable date prior to the printing of this document, was 17,804,902,504 ordinary shares of US$0.50 each and carrying one vote each with total voting rights of 17,804,902,504. This number includes 32,903,392 ordinary shares purchased under the Company's buy-back announced on 20 February 2025 which, as at the latest practicable date prior to printing this document, are still

in the process of being cancelled. There are no shares held in treasury.

1. Annual Report and Accounts 2024 (ordinary resolution) To receive the Annual Accounts and Reports of the Directors and of the Auditor for the year ended 31 December 2024.

The purpose of this resolution is for shareholders to receive and consider the Annual Accounts and the Reports of the Directors and of the Auditor for the year ended 31 December 2024.

2. Directors' Remuneration Report (ordinary resolution) To approve the 2024 Directors' Remuneration Report set out on pages 279 to 317 of the Annual Report and Accounts for the year ended 31 December 2024, excluding the Directors' Remuneration Policy on pages 285 to 295.

The purpose of this resolution is to seek shareholder approval of the 2024 Directors' Remuneration Report for the year ended 31 December 2024 (the "2024 Directors' Remuneration Report") (other than the 2025 Directors' Remuneration Policy on pages 285 to 295 of the Annual Report and Accounts 2024 (the "2025 Directors' Remuneration Policy")). The 2024 Directors' Remuneration Report is on pages 279 to 317 of the Annual Report and Accounts 2024. The actual remuneration paid to Directors in the year ended 31 December 2024 was made within the boundaries of the 2022 Directors' Remuneration Policy which was approved by shareholders at the 2022 Annual General Meeting. The vote on the 2024 Directors' Remuneration Report is advisory in nature and cannot impact what is paid under the shareholder-approved 2022 Directors' Remuneration Policy.

3. Directors' Remuneration Policy (ordinary resolution) To approve the 2025 Directors' Remuneration Policy set out on pages 285 to 295 of the 2024 Directors' Remuneration Report contained within the Annual Report and Accounts for the year ended 31 December 2024.

The purpose of this resolution is to seek shareholder approval of the 2025 Directors' Remuneration Policy set out on pages 285 to 295 of the 2024 Directors' Remuneration Report in the Annual Report and Accounts 2024. This 2025 Directors' Remuneration Policy is being presented as the term of our current 2022 Directors' Remuneration Policy for Directors comes to an end at the 2025 AGM.

The 2025 Directors' Remuneration Policy is based on the following key principles:

• the rationale and operation of the policy should be easy to understand and transparent;
• there should be a strong alignment between rewards and the interests of our stakeholders, including shareholders, customers and employees;
• the policy should maintain a focus on long-term performance;
• the total compensation package should be competitive to ensure we can retain and attract talent to deliver our strategic priorities; and
• the structure should meet the expectations of investors and our regulators.

The Group Remuneration Committee undertook a detailed review of the Director's remuneration policy during 2024 to assess whether it continues to be appropriate based on the size and complexity of its operations, investor feedback, best practice and market developments.

The Group Remuneration Committee noted that the removal of the limits on the ratio between fixed and variable pay by the UK regulators provided an opportunity to consider a material change to further align pay with performance.

Following the consideration of different remuneration structures, the Group Remuneration Committee felt that a return to a simple structure made up of base salary, benefits and pension, a single annual incentive and a single performance-based long-term incentive was the most appropriate way to materially strengthen ties to performance. Shareholder engagement on the new policy reaffirmed support for greater remuneration and performance alignment.

The vote on the 2025 Directors' Remuneration Policy is by way of ordinary resolution. It is a binding vote, meaning that, if approved, payments to Directors may only be made if they are within the boundaries of the policy.

The policy sets out how the Company proposes to pay the Directors, including every element of remuneration to which a Director may be entitled, as well as how the policy supports the Company's long-term strategy and performance. It also includes details of the Company's approach to recruitment and payment for loss of office.

4 HSBC Holdings plc Notice of Annual General Meeting 2025

If the Company wishes to make changes to its remuneration policy, it has to put a new policy to shareholders for approval at a general meeting. Once approved, the Company will only be able to make remuneration payments to current and prospective Directors and payments for loss of office to current or past Directors within the boundaries of the new policy, unless the payment is approved by a separate shareholder resolution.

If approved by shareholders, the policy will apply for a three-year term from the conclusion of the 2025 AGM. We will keep the issues on appropriate positioning of our executive Directors' total remuneration opportunity under review throughout the duration of the policy.

4. Election and re-election of Directors (ordinary resolution) To elect by separate resolution:

(a) Manveen (Pam) Kaur.

To re-elect by separate resolutions each of:

1. Geraldine Buckingham;
2. Rachel Duan;
3. Georges Elhedery;
4. Dame Carolyn Fairbairn;
5. James Forese;
6. Ann Godbehere;
7. Steven Guggenheimer;
8. Dr José Antonio Meade Kuribreña;
9. Kalpana Morparia;
10. Eileen Murray;
11. Brendan Nelson;
12. Swee Lian Teo; and
13. Sir Mark E Tucker.

Directors' biographies

Brief biographical details of each of the Directors standing for election or re-election, as at 6 March 2025 (being the latest practicable date prior to the printing of this document), are set out in Appendix 1 on pages 22 to 26.

Appointment

Appointments to the Board are made on merit and candidates are considered against objective criteria, and with regard to the benefits of a diverse Board in line with the Board's Diversity and Inclusion Policy. The Nomination & Corporate Governance Committee (the "Committee") leads the Board appointment process, agrees the criteria for any appointments and engages independent external search consultants, as required. At the conclusion of this process, the Committee nominates potential candidates for appointment to the Board. The Committee continues to keep the composition of the Board and of its Committees under review, with assessments focused on the skills, knowledge, and experience necessary to oversee, challenge and support management, in the achievement of the Group's strategic and business objectives.

Diversity

The biography of each Director located in Appendix 1 on pages 22 to 26 can be used to assess how each individual contributes to the diversity of the Board.

Independence

The Board has concluded that all of the non-executive Directors standing for election or re-election at the AGM are independent in character and judgement. The non-executive Group Chairman was considered to be independent on appointment.

When considering independence, the Board calculates the length

of service of a non-executive Director by reference to the date of their election by shareholders following their appointment. The Board has determined that there are no relationships or circumstances which are likely to affect the judgement of any of the non-executive Directors. Any relationships or circumstances which could appear to do so are not considered to be material. Each of the Directors standing for election or re-election has confirmed that they have no material relationship with another Director, a member of senior management or any substantial or controlling shareholder of the Company. Each of the independent non-executive Directors standing for election or re-election at the AGM has confirmed their independence pursuant to Rule 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ("Hong Kong Listing Rules").

Election of new Directors

Manveen (Pam) Kaur will offer herself for election as a Director at this AGM. Pam was appointed as Group CFO and an Executive Director of the Board, effective 1 January 2025.

Time commitment

The Board, both prior to a Director's appointment and when proposing a Director for election or re-election, enquires and obtains assurance that each Director is, or will be, capable of contributing the time expected of them and time that may be unanticipated should additional demands be placed on them in relation to HSBC or in relation to their other commitments.

When assessing that each Director has sufficient time to meet their Board responsibilities the following was considered:

• The Board has carefully considered the other commitments held by the Directors and has applied the same standard of enquiry for each of them. Our focus is to determine the ability of each Director to commit sufficient time to fulfil their individual obligations rather than a strict adherence to a numeric count of directorships. Where Directors hold other roles either outside of or elsewhere within the Group, or prior to accepting any additional roles, particular attention is paid to ensure that they are able to commit sufficient time to the Company.
• Rachel Duan and Dr José Antonio Meade Kuribreña each hold a total of four listed non-executive directorships. Given that HSBC remains their most significant position based on time commitment, and that they both have attended all scheduled Board meetings during the year, it is considered that they both retain sufficient capacity to fulfil their responsibilities as members of the Board.

During the year, a number of additional Board meetings were scheduled at short notice. Due to prior commitments, Eileen Murray was unable to attend the Board meeting in September 2024, and Rachel Duan was unable to attend the ad hoc meeting held in October 2024.

HSBC Holdings plc Notice of Annual General Meeting 2025

5

HSBC Holdings plc

Notice of the 2025 Annual General Meeting and Explanatory Notes

Tenure

Non-executive Directors are appointed for an initial three-year term and, subject to re-election by shareholders at each AGM, are expected to serve two three-year terms. Any appointments that extend beyond this are reviewed on an annual basis, with consideration given to the future needs of the Board, and the performance and contributions

of the individual.

Dr José Antonio Meade Kuribreña, Workforce Engagement non- executive Director, will complete his second three-year term at the 2025 AGM. As a result, a review was conducted, which took into account the broader needs of the Board and the Group, to determine whether his term should be extended. José has played an important and valuable role, significantly enhancing the Board's engagements with all colleagues and its understanding of their views. In order to allow him to build on this work, as the business embarks on a period of change under new leadership, the Nomination & Corporate Governance Committee agreed that his appointment should be extended by a year, leading up to the 2026 AGM, subject to his re-election by shareholders. It is the Board's strong belief that this extension of José's appointment, given his performance and contributions to the Board in 2024, is in the best interests of the Group and all of its stakeholders.

The biographies in Appendix 1 on pages 22 to 26 set out the skills and experience which underpin the contribution that each Director brings to the Board for the long-term sustainable success of the Company. Based upon the review undertaken, the Board has satisfied itself that each of the Directors is fully able to discharge their duties to the Company and that they each have sufficient capacity to meet their commitments to the Company. The Board has therefore concluded that all of the Directors should offer themselves for election or re-election in accordance with the Group's regular practice.

Non-executive Directors' fees

The Board has reviewed the fees payable to non-executive Directors in the context of changes to the organisational structure. Following this review, the Board considered that the fees payable for chairing or being a member of a Board Committee (excluding the Nomination & Corporate Governance Committee) should be increased to recognise the responsibilities and additional time commitment associated with such a role. The Board agreed to align the additional fee payable for chairing a Board Committee at £150,000 per annum (i.e., in line with the current fee for chairing the Group Risk Committee). The increase in the fee for chairing a Board Committee will be phased over two years, with an increase to £125,000 per annum for 2025, and a further increase to £150,000 per annum with effect from 1 January 2026.

Fees

(per annum)

The Board also agreed increases to the additional fee for being a member of a Board Committee, and for the role of designated non-executive Director for workforce engagement, which were both increased to £50,000 per annum.

The changes in fees are subject to shareholder approval of the Directors' Remuneration Policy at the Company's 2025 AGM.

The fees paid to non-executive Directors who are standing for election or re-election as members of Board committees are set out in the table below (these Board committees' fees and Board fees are pro-rated for part year service where relevant).

Further details, including the rationale for the fee increases, can be found in on page 282 of the Annual Report and Accounts 2024.

The following fees were not impacted by the increases and remain unchanged:

• the non-executive Group Chairman receives a fee of £1.5 million per annum;
• the non-executive Directors receive a fee of £136.5k per annum;
• the Senior independent non-executive Director receives a fee of £200,000 per annum in addition to their non-executive Director fee and the fees payable for the Chairship or membership of Board committees as applicable.

In addition, James Forese serves as the non-executive Chair of HSBC North America Holdings Inc. He receives an additional annual fee of US$550,000 which was approved by the shareholder of, and authorised by the Board of, HSBC North America Holdings Inc. Ann Godbehere serves as a non-executive Director of HSBC Bank plc. She receives an additional annual fee of £105,000 per annum which was approved by the Board of HSBC Bank plc. Brendan Nelson serves as a non-executive Director of HSBC UK Bank plc and as a member of its Chairman's Nomination and Remuneration Committee. He receives an additional annual fee of £135,000 which was approved by the HSBC UK Bank plc Board.

Non-executive Directors' terms of appointment Non-executiveDirectors and the non-executiveGroup Chairman do not have service agreements, but are bound by letters of appointment issued for and on behalf of the Company. Subject to their re-electionby shareholders, the terms of appointment of the non-executiveDirectors will expire at the conclusion of the AGMs held in the following years: Dr José Antonio Meade Kuribreña, Rachel Duan and Dame Carolyn Fairbairn - 2025; Geraldine Buckingham and Kalpana Morparia - 2026; and James Forese, Ann Godbehere, Steven Guggenheimer, Eileen Murray, Brendan Nelson and Swee Lian Teo - 2027.

Committee*	Chair	Member	Committee members standing for election or re-election
Group Audit Committee	£125,000	£50,000	Brendan Nelson (Chair), Geraldine Buckingham, Rachel Duan, James
			Forese and Ann Godbehere
Group Risk Committee	£150,000	£50,000	James Forese (Chair), Dame Carolyn Fairbairn, Steven Guggenheimer,
			Eileen Murray, Brendan Nelson and Swee Lian Teo
Group Remuneration Committee	£125,000	£50,000	Dame Carolyn Fairbairn (Chair), Rachel Duan, Ann Godbehere, Dr José
			Antonio Meade Kuribreña, Kalpana Morparia and Eileen Murray
Nomination & Corporate	N/A**	£34,650	Sir Mark E Tucker (Chair), Geraldine Buckingham, Rachel Duan, Dame
Governance Committee			Carolyn Fairbairn, James Forese, Ann Godbehere, Steven Guggenheimer,
			Dr José Antonio Meade Kuribreña, Kalpana Morparia, Eileen Murray,
			Brendan Nelson and Swee Lian Teo
Group Technology and	£125,000	£50,000	Eileen Murray (Chair), Steven Guggenheimer, Kalpana Morparia, Brendan
Operations Committee			Nelson and Swee Lian Teo
Sustainability Working Group	£60,000	£30,000	Geraldine Buckingham (Chair), James Forese, Ann Godbehere, Brendan
			Nelson, Swee Lian Teo

• For further details of the roles and accountabilities of each of these Board committees, see page 249 and pages 259 to 317 of the Annual Report and Accounts 2024.
• The Group Chairman serves as the Chair of the Nomination & Corporate Governance Committee and receives no additional fee in respect of this position.

6 HSBC Holdings plc Notice of Annual General Meeting 2025

Executive Directors' service contracts and remuneration

The executive Directors have rolling service contracts with HSBC with a notice period of 12 months for either party. The dates of the service contracts are:

Georges Elhedery	1 January 2023
Pam Kaur	1 January 2025

Under the terms of their employment, Georges Elhedery and Pam Kaur each receive fixed pay consisting of base salary, cash in lieu of pension and fixed pay allowance and are eligible to receive discretionary variable pay awards.

Subject to shareholder approval of Resolution 3, Georges Elhedery and Pam Kaur will no longer receive fixed pay allowance. The base salary will increase by 9% for 2025 and will be £1,500,000 (2024: £1,376,000) for Georges Elhedery and £875,000 (2024: £803,000) for Pam Kaur. Georges Elhedery and Pam Kaur receive cash in lieu of pension allowance at 10 per cent of base salary. Total fixed pay will reduce

by 49% for Georges Elhedery and by 51% for Pam Kaur following the removal of fixed pay allowances.

Further details of the Directors' emoluments are set out in the 2024 Directors' Remuneration Report contained in the Annual Report and Accounts 2024 on pages 279 to 317.

The Directors as at the date of this document are: Sir Mark Edward Tucker*, Georges Bahjat Elhedery, Geraldine Joyce Buckingham† , Rachel Duan† , Dame Carolyn Julie Fairbairn† , James Anthony Forese† , Ann Frances Godbehere† , Steven Craig Guggenheimer† , Manveen (Pam) Kaur, Dr José Antonio Meade Kuribreña† , Kalpana Jaisingh Morparia† , Eileen K Murray† , Brendan Robert Nelson† and Swee Lian Teo† .

* Non-executive Group Chairman

† Independent non-executive Director

5. Re-appointment of Auditor (ordinary resolution)

To re-appoint PricewaterhouseCoopers LLP as Auditor of the Company, to hold office from the conclusion of this meeting until the conclusion of the next general meeting of the Company at which accounts are laid.

The current appointment of PricewaterhouseCoopers LLP ("PwC") as Auditor of the Company terminates at the conclusion of this year's AGM.

PwC has expressed its willingness to continue in office. After evaluating the effectiveness of the external audit process in relation to the applicable professional and regulatory standards, the Group Audit Committee has concluded that PwC remains independent and objective. The Board has recommended that PwC be re-appointed until the conclusion of the next general meeting of the Company at which accounts are laid.

6. Remuneration of Auditor (ordinary resolution) To authorise the Group Audit Committee to determine the remuneration of the Auditor.

The Directors may set the remuneration of the Auditor if authorised to do so by the shareholders. The Board has recommended that the Group Audit Committee be authorised to determine the remuneration of PwC. This resolution seeks authority for the Group Audit Committee to set the remuneration of the Auditor for 2025. An analysis of the remuneration paid in respect of audit and non-audit services provided by our Auditor and their affiliates for each of the past three years is disclosed on page 379 in the Annual Report and Accounts 2024.

7. Political Donations (ordinary resolution)

THAT in accordance with sections 366 and 367 of the UK Companies Act 2006 (the "Act") the Company, and any company which is a subsidiary of the Company at any time during the period for which this resolution has effect, be authorised to:

1. make political donations to political parties and/or independent election candidates, not exceeding £200,000 in total;
2. make political donations to political organisations other than political parties, not exceeding £200,000 in total; and
3. incur political expenditure, not exceeding £200,000 in total,

in each case during the period starting on the date of the passing of this Resolution 7 and expiring at the conclusion of the Annual General Meeting of the Company to be held in 2026 or at the close of business on 30 June 2026, whichever is earlier, provided the aggregate amount of any such donations and expenditure shall not exceed £200,000 during the period for which this Resolution 7 has effect. For the purposes of this resolution, the terms 'political donations', 'political parties', 'independent election candidates', 'political organisations' and 'political expenditure' shall have the meanings given to them by sections 363 to 365 of the Act.

The Act requires companies to obtain shareholder authority for donations to registered political parties and other political organisations, totalling more than £5,000 in any 12-month period and for any political expenditure, subject to limited exceptions.

In accordance with Group policy, HSBC does not make any political donations or incur political expenditure within the ordinary meaning of those words. We have no intention of altering this policy. However, the definitions of political donations, political parties, political organisations and political expenditure used in the Act are very wide. As a result, they may cover routine activities that form part of the normal business activities of the Group and are an accepted part of engaging with stakeholders to ensure that issues and concerns which affect the Group's operations are considered and addressed, but which would not be considered as political donations or political expenditure in the ordinary sense of those words.

Activities including contributions to or support for bodies such as those concerned with policy review and law reform or with the representation of the business community or sections of it may be deemed to be political donations or expenditure as defined by the Act. The activities referred to above are not designed to influence public support for any political party or political outcome. The authority is being sought on

a precautionary basis only to ensure that neither the Company nor any of its subsidiaries inadvertently breaches the Act. Resolution 7 proposes a cap of £200,000 per category of political donation or expenditure subject to an aggregate overall cap of £200,000 per annum for all such political donations and expenditure.

If Resolution 7 is passed, this authority will be effective until the conclusion of the 2026 Annual General Meeting or the close of business on 30 June 2026, whichever is the earlier.

HSBC Holdings plc Notice of Annual General Meeting 2025

7

HSBC Holdings plc

Notice of the 2025 Annual General Meeting and Explanatory Notes

8. Authority to allot shares (ordinary resolution)

THAT the Directors be generally and unconditionally authorised pursuant to and for the purposes of section 551 of the UK Companies Act 2006 (the "Act") to exercise all the powers of the Company

to allot shares in the Company and to grant rights to subscribe for, or to convert any security into, shares in the Company:

1. up to an aggregate nominal amount of US$1,780,490,250 (such amount to be restricted to the extent that any allotments or grants are made under paragraphs (b) or (c) of this resolution so that in total no more than US$2,967,483,750 can be allotted or granted under paragraphs (a) and (b) of this resolution and no more than US$5,934,967,501 can be allotted under paragraphs (a), (b) and (c) of this resolution); and
2. up to an aggregate nominal amount of US$2,967,483,750 (such amount to be restricted to the extent that any allotments or grants are made under paragraphs (a) or (c) of this resolution so that in total no more than US$2,967,483,750 can be allotted or granted under paragraphs (a) and (b) of this resolution and no more than US$5,934,967,501 can be allotted under paragraphs (a), (b) and (c) of this resolution) in connection with an offer or invitation to:
3. 1. holders of ordinary shares in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them; and
   2. holders of other securities, bonds, debentures or warrants which, in accordance with the rights attaching thereto, are entitled to participate in such an offer or invitation or as the Directors consider necessary,

but in each case subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to record dates, fractional entitlements, treasury shares or securities represented by depositary receipts or having regard to any restrictions, obligations, practical or legal problems under the laws of or the requirements of any regulatory body or stock exchange in any territory or otherwise howsoever; and

1. comprising equity securities (as defined in section 560 of the Act) up to an aggregate nominal amount of US$5,934,967,501 (such amount to be restricted to the extent that any allotments or grants are made under paragraphs (a) or (b) of this resolution so that in total no more than US$5,934,967,501 can be allotted under paragraphs (a), (b) and (c) of this resolution) in connection with a rights issue to:
2. 1. holders of ordinary shares in proportion (as nearly as may be practicable) to the respective number of ordinary shares held by them; and
   2. holders of other securities, bonds, debentures or warrants which, in accordance with the rights attaching thereto, are entitled to participate in such an issue or as the Directors consider necessary,

but in each case subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to record dates, fractional entitlements, treasury shares or securities represented by depositary receipts or having regard to any restrictions, obligations, practical or legal problems under the laws of or the requirements of any regulatory body or stock exchange in any territory or otherwise howsoever; and

1. up to an aggregate nominal amount of £150,000 (in the form
   of 15,000,000 non-cumulative preference shares of £0.01 each), €150,000 (in the form of 15,000,000 non-cumulative preference shares of €0.01 each) and US$150,000 (in the form of 15,000,000 non-cumulative preference shares of US$0.01 each),

provided that: (I) unless previously renewed, varied or revoked by the Company in general meeting, such authority shall expire at the conclusion of the Annual General Meeting of the Company to be held in 2026 or at the close of business on 30 June 2026, whichever is the earlier, save that this authority shall allow the Company before the expiry of this authority to make offers, and enter into agreements, which would, or might, require shares to be allotted or rights to subscribe for, or to convert any security into, shares to be granted after the authority expires and the Directors may allot shares or grant rights to subscribe for, or to convert any security into, shares (as the case may be) in pursuance of such offers or agreements as if the authority conferred hereby had not expired and (II) for the purposes of the Hong Kong Listing Rules any reference in this Resolution 8 to an allotment or grant of rights to subscribe for, or convert any security into, shares shall be deemed to include a sale or transfer of treasury shares.

This year, the Directors are again seeking authority under section 551 of the Act to allot shares up to an aggregate total nominal amount of two-thirds of the Company's issued ordinary share capital subject to the restrictions set out below. The authority given to the Directors at the 2024 Annual General Meeting will expire at the conclusion of the 2025 AGM. Resolution 8 will give the Directors authority to allot new ordinary shares (or rights to ordinary shares) of up to an aggregate nominal amount of US$5,934,967,501, representing two-thirds of the Company's issued ordinary share capital. However, that authority

is limited as follows:

1. under paragraph (a) of Resolution 8, up to an aggregate nominal amount of US$1,780,490,250, representing approximately 20 per cent of the Company's issued ordinary share capital, may be used for general allotments;
2. under paragraph (b) of Resolution 8, the Directors would have authority to make allotments which exceed the 20 per cent authority in paragraph (a) of Resolution 8 in connection with a pre-emptive offering such as a rights issue, open offer or a scrip dividend up to an aggregate nominal amount, when combined with allotments made under paragraph (a), of US$2,967,483,750. This represents approximately one-third of the issued ordinary share capital of the Company; and

1. under paragraph (c) of Resolution 8, the Directors would have authority to allot up to an aggregate nominal amount of US$5,934,967,501 in connection with a rights issue only. This represents approximately two-thirds of the Company's issued ordinary share capital. Any allotments or grants under paragraphs (a) or (b) of Resolution 8 will reduce the level of this two-thirds authority.

In paragraph (d) of Resolution 8, the Board is again seeking authority to issue sterling, US dollar and euro preference shares without having first to obtain the consent of shareholders at a general meeting.

These preference shares were created to underpin issues of preferred securities, which are a tax efficient form of regulatory capital. If approved by shareholders, this authority will give Directors the flexibility to raise regulatory capital should circumstances so require. If any preference shares were to be issued they would, subject to regulatory approval, be redeemable at the Company's option and carry no voting rights other than in exceptional circumstances, but would rank in priority

to the Company's ordinary shares with respect to participation in any return of capital.

8 HSBC Holdings plc Notice of Annual General Meeting 2025