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 March
HSBC Holdings plc
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
On 25 March 2026, HSBC submitted the below announcement to the
Stock Exchange of Hong Kong Limited regarding a waiver from strict
compliance with the requirements of Rule 13.36(1) of the Hong Kong
Listing Rules relating to contingent convertible
securities.
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.
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25 March 2026
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(Hong Kong Stock Code: 5)
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HSBC HOLDINGS PLC
Waiver granted pursuant to Rule 13.36(1) of the Hong Kong Listing
Rules relating to
contingent convertible securities
HSBC Holdings plc (the "Company") has applied for, and The Stock Exchange of Hong
Kong Limited has granted, a waiver from strict compliance with the
requirements of Rule 13.36(1) of The Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the
"Hong Kong
Listing Rules") pursuant to
which the Company is permitted to seek (and, if approved, to
utilise) an authority (the "Mandate") to issue Contingent Convertible Securities
("CCSs") (and to allot ordinary shares into which they
may be converted or exchanged) in excess of the limit of the
general mandate of 20 per cent of the Company's issued share
capital (the "Waiver").
CCSs are debt securities which convert into ordinary shares in
certain prescribed circumstances, and which benefit from a
particular regulatory capital treatment under European Union and
United Kingdom legislation.
The Company typically seeks at each annual general meeting
("AGM") a general authority to allot shares both on a
pre-emptive and non-pre-emptive basis ("General Allotment
Authority"). The General
Allotment Authority is consistent with institutional guidelines
issued by The Investment Association and the Pre-Emption Group's
Statement of Principles and complies with the relevant requirements
of the Hong Kong Listing Rules including Rule 13.36(2) which limits
the general mandate for non-pre-emptive issues to 20 per cent of
the Company's issued share capital.
The Mandate, if approved, will be in addition to the General
Allotment Authority referred to above. The Company will only issue
CCSs pursuant to the authority granted under the Mandate and not
under its General Allotment Authority.
The Waiver has been granted on terms that permit the Mandate, if
approved, to continue in force until: (i) the conclusion of the
first AGM of the Company following the date on which the Mandate is
approved (or an earlier date which the Company may specify) at
which time the Mandate shall lapse unless it is renewed, either
unconditionally or subject to conditions; or (ii) such time as it
is revoked or varied by ordinary resolution of the shareholders in
general meeting.
The Waiver is granted subject to the conditions that the Company
must announce the Waiver before seeking the Mandate; and that any
announcement of the Waiver, and any announcements and circulars in
connection with the Mandate, should clearly indicate the Mandate is
in addition to the general mandate under Rule
13.36(2).
For and on behalf of
HSBC Holdings plc
Angela McEntee
Group Company Secretary
The Board of Directors of HSBC Holdings plc as at the date of this
announcement comprises:
Brendan Robert Nelson*, Georges
Bahjat Elhedery, Geraldine Joyce Buckingham†,
Wei Sun Christianson†,
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† and
Swee Lian Teo†.
* Independent non-executive Chairman
† Independent
non-executive
Director
HSBC Holdings plc
Registered Office and Group
Head Office:
8 Canada Square, London E14 5HQ, United Kingdom
Web: www.hsbc.com
Incorporated in England and
Wales with limited liability.
Registration number 617987
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.
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HSBC
Holdings plc
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By:
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Name:
Angela McEntee
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Title:
Group Company Secretary
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Date:
25 March 2026
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