Share buy-back

On 4 August 2016 the Company commenced a share buy-back of its ordinary shares of US$0.50 each up to a maximum consideration of US$2.5bn ("the buy-back).

Details of each repurchase can be located at www.hsbc.com/investor-relations/stock-exchange-announcements using the filter share/stock notice. The title of each announcement is Transaction in Own Shares.

The shares repurchased are currently held in Treasury.

Waiver

On 19 December 2005, the Hong Kong Stock Exchange (the Stock Exchange) granted a conditional waiver to HSBC Holdings plc in respect of Rule 10.06(5) of the Listing Rules of the Stock Exchange to allow it, following any repurchase of shares, to elect to hold its own shares in treasury as opposed to automatically having to cancel those shares. As a consequence of the waiver, the Stock Exchange has agreed on certain modifications to the Listing Rules applicable to HSBC Holdings plc. The modifications have been updated to reflect certain changes to the Stock Exchange Listing Rules that came into effect from 3 June 2010.

Shares held in treasury may subsequently be sold for cash, transferred pursuant to an employees' share scheme or cancelled.

The waiver is subject to certain conditions, including compliance by HSBC Holdings plc with applicable law and regulation in the United Kingdom in relation to the holding of shares in treasury. As part of the waiver, the Company has agreed with the Stock Exchange on a set of modifications to the Listing Rules of the Stock Exchange 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 here, on the Stock Exchange's website at www.hkex.com.hk and copies of the modifications are available on request from the Group Company Secretary, 8 Canada Square, London E14 5HQ and the Corporation Secretary, The Hongkong and Shanghai Banking Corporation Limited, 1 Queen's Road Central, Hong Kong.

The waiver was granted and the consequential modifications agreed with the Stock Exchange on the basis of, among other things, the specific circumstances of HSBC Holdings plc as a company incorporated in England with a listing on the London Stock Exchange which, as a result, has the ability under UK law to hold any shares it repurchases in treasury.

The HKLR modifications are available in PDF format: