HSBC HOLDINGS PLC
29 May 2019
Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs")
1. Awards under the HSBC fixed pay allowance arrangements
On 28 May 2019, awards (the "Awards") of US$0.50 ordinary shares (the "Shares") in HSBC Holdings plc (the "Company") were granted under the HSBC fixed pay allowance arrangements. Awards comprise part of the relevant employees' fixed remuneration for 2019. The Awards were made in London and are based upon the closing Share price on the London Stock Exchange on 24 May 2019 of £6.5940.
The Awards vest in full on the date of grant. Individual tax liabilities in respect of the vesting of the Awards were satisfied in cash. The number of Shares received by the Directors named below is therefore net of tax.
The Awards will be released in five equal annual instalments starting from March 2020.
| Name | Number of Shares vested |
| John Flint | 34,159 |
| Marc Moses | 19,089 |
| Ewen Stevenson | 19,089 |
2. Replacement Awards made to Ewen Stevenson
On 25 June 2018, it was announced that Ewen Stevenson would be granted awards of US$0.50 ordinary shares (the "Shares") in HSBC Holdings plc (the "Company") (the "Replacement Award(s)"), to replace (i) unvested awards granted by The Royal Bank of Scotland Group plc ("RBS"), which were forfeited as a result of his HSBC appointment, and (ii) any variable pay award he would have otherwise received from RBS for the 2018 performance year (the "Award for the 2018 performance year").
The Replacement Awards were made on 28 May 2019 under the HSBC Share Plan 2011, in accordance with the terms of the remuneration policy approved by our shareholders and the remuneration rules of UK's Prudential Regulation Authority, as follows:
a. Immediately vested award
| Name | Shares awarded1 | Shares sold in respect of Income Tax and Social Security liabilities at £6.5619 per share | Net shares vested |
| Ewen Stevenson | 84,397 | 39,667 | 44,730 |
1 The immediately vested share award was made in London and is based upon the closing Share price on the London Stock Exchange on 30 November 2018 of £6.6430, in accordance with the contractual terms agreed with Ewen Stevenson.
The immediately vested share award was a replacement award for a portion of the 2015 Long Term Incentive Plan ("LTIP"). A retention period applies until September 2019.
b. Deferred awards
| Name | Shares awarded1 | RBS Awards Replaced |
| Ewen Stevenson | 212,442 | 2015+2016 LTIPs 2 |
| Ewen Stevenson | 313,608 | 2017 LTIP 3 |
| Ewen Stevenson | 177,883 | 2018 LTIP 4 |
| Ewen Stevenson | 241,988 | Award for the 2018 performance year 5 |
1 The Replacement Awards for the 2015 to 2018 LTIPs were made in London and are based upon the closing Share price on the London Stock Exchange on 30 November 2018 of £6.6430, in accordance with the contractual terms agreed with Ewen Stevenson. The Replacement Award for the 2018 performance year was made in London and is based upon the closing Share price on the London Stock Exchange on 22 February 2019 of £6.2350.
2 The Replacement Award for a portion of the 2015 LTIP and the entirety of the 2016 LTIP will vest in March 2020 and March 2021. Upon each vesting a six month retention period will apply.
3 Vests between March 2021 and March 2024. The number of Shares that vest will be determined based on the performance outcome applied and disclosed in RBS' 2019 Annual Report. Upon each vesting a six month retention period will apply.
4 Vests between March 2021 and March 2025. The number of Shares that vest may be adjusted based on any 'pre-vest performance test' assessed and disclosed in RBS' 2020 Annual Report. Upon each vesting a one year retention period will apply.
5 Vests in five equal annual instalments, commencing from March 2022. The number of Shares that vest may be adjusted based on any 'pre-vest performance test' assessed and disclosed in RBS' 2021 Annual Report. Upon each vesting a one year retention period will apply.
The Replacement Awards will also be subject to malus and clawback provisions that apply under the remuneration rules of the UK's Prudential Regulation Authority.
The following disclosures are made in accordance with Article 19 of the EU Market Abuse Regulation 596/2014.
| 1 - Details of the person discharging managerial responsibilities / person closely associated | ||||||||||||||
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| Name of natural person | Ewen Stevenson | | ||||||||||||
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| 2 - Reason for the notification | ||||||||||||||
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| Position/status | Group Chief Financial Officer | |||||||||||||
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| Initial notification/amendment
| Initial Notification
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| 3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | ||||||||||||||
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| Full name of the entity | HSBC Holdings plc | |||||||||||||
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| Legal Entity Identifier code | MLU0ZO3ML4LN2LL2TL39 | |||||||||||||
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| 4 - Details of the transaction(s) | ||||||||||||||
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| Transaction(s) summary table | ||||||||||||||
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| | Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | | ||||||||
| | 2019-05-28 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | | ||||||||
| | Nature of Transaction:
Acquisition | | Price
| Volume | Total
| | ||||||||
| | | £6.59 | 19,089 | £125,872.87 | | |||||||||
| | Aggregated | £6.594 | 19,089 | £125,872.87 | | |||||||||
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| | Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | | ||||||||
| | 2019-05-28 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | | ||||||||
| | Nature of Transaction:
Acquisition | | Price
| Volume | Total
| | ||||||||
| | | £6.64 | 788,330 | £5,236,876.19 | | |||||||||
| | Aggregated | £6.643 | 788,330 | £5,236,876.19 | | |||||||||
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| | Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | | ||||||||
| | 2019-05-28 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | | ||||||||
| | Nature of Transaction:
Disposal | | Price
| Volume | Total
| | ||||||||
| | | £6.56 | 39,667 | £260,290.89 | | |||||||||
| | Aggregated | £6.562 | 39,667 | £260,290.89 | | |||||||||
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| | Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | | ||||||||
| | 2019-05-28 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | | ||||||||
| | Nature of Transaction:
Acquisition | | Price
| Volume | Total
| | ||||||||
| | | £6.24 | 241,988 | £1,508,795.18 | | |||||||||
| | Aggregated | £6.235 | 241,988 | £1,508,795.18 | | |||||||||
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| 1 - Details of the person discharging managerial responsibilities / person closely associated | |||||||
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| Name of natural person | John Flint | | |||||
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| 2 - Reason for the notification | |||||||
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| Position/status | Group Chief Executive | ||||||
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| Initial notification/amendment
| Initial Notification | ||||||
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| 3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
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| Full name of the entity | HSBC Holdings plc | ||||||
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| Legal Entity Identifier code | MLU0ZO3ML4LN2LL2TL39 | ||||||
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| 4 - Details of the transaction(s) | |||||||
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| Transaction(s) summary table | |||||||
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| | Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | | |
| | 2019-05-28 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | | |
| | Nature of Transaction:
| | Price
| Volume | Total
| | |
| Acquisition | | £6.59 | 34,159 | £225,244.45 | | ||
| | Aggregated | £6.594 | 34,159 | £225,244.45 | | ||
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| 1 - Details of the person discharging managerial responsibilities / person closely associated | |||||||
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| Name of natural person | Marc Moses | | |||||
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| 2 - Reason for the notification | |||||||
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| Position/status | Group Chief Risk Officer | ||||||
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| Initial notification/amendment
| Initial Notification | ||||||
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| 3 - Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor | |||||||
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| Full name of the entity | HSBC Holdings plc | ||||||
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| Legal Entity Identifier code | MLU0ZO3ML4LN2LL2TL39 | ||||||
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| 4 - Details of the transaction(s) | |||||||
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| Transaction(s) summary table | |||||||
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| | Date of Transaction | Financial Instrument | Identification Code | Place of Transaction | Currency | | |
| | 2019-05-28 | Ordinary shares of US$0.50 each | GB0005405286 | London Stock Exchange, Main Market (XLON) | GBP - British Pound | | |
| | Nature of Transaction:
| | Price
| Volume | Total
| | |
| Acquisition | | £6.59 | 19,089 | £125,872.87 | | ||
| | Aggregated | £6.594 | 19,089 | £125,872.87 | | ||
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For any queries related to this notification, please contact:
Larissa Wilson
Shareholder Services
020 7991 0595