HSBC 2009 Annual Report Download - page 331

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shares of £1 each was approximately 99.9942,
0.0002, and 0.0056 per cent respectively.
Rights and obligations attaching to shares
The rights and obligations attaching to each class of
share in the share capital of HSBC Holdings are set
out in the Articles of Association of HSBC
Holdings. Set out below is a summary of the rights
and obligations attaching to each class of shares
with respect to voting, dividends, capital and, in the
case of the preference shares, redemption.
To be registered, a transfer of shares must be in
relation to a share which is fully paid up and on
which the Company has no lien and to one class of
shares denominated in the same currency. The
transfer must be in favour of a single transferee or
no more than four joint transferees and it must be
duly stamped (if required). The transfer must be
delivered to the registered office of the Company or
to its Registrars accompanied by the certificate to
which it relates or such other evidence that proves
the title of the transferor.
If a shareholder or any person appearing to be
interested in the Company’s shares has been sent a
notice under section 793 of the Companies Act 2006
(which confers upon public companies the power to
require information from any person whom the
Company knows or has reasonable cause to believe
to be interested in the shares) and has failed in
relation to any shares (the ‘default shares’) to supply
the information requested within the period set out
in the notice, then the member, unless the Board
otherwise determines, is not entitled to be present at
or to vote the default shares at any general meeting
or to exercise any other right conferred by being a
shareholder. If the default shares represent at least
0.25 per cent in nominal value of the issued shares
of that class, unless the Board otherwise determines,
any dividend shall be withheld by the Company
without interest, no election may be made for any
scrip dividend alternative, and no transfer of any
shares held by the member will be registered except
in limited circumstances.
Ordinary shares
Subject to the Companies Act 2006 and the Articles
of Association of HSBC Holdings, HSBC Holdings
may, by ordinary resolution, declare dividends to be
paid to the holders of ordinary shares, however, no
dividend shall exceed the amount recommended by
the Board. The Board may pay interim dividends as
appears to the Board to be justified by the profits
of HSBC Holdings available for distribution.
All dividends shall be apportioned and paid
proportionately to the percentage of the nominal
amount paid up on the shares during any portion or
portions of the period in respect of which the
dividend is paid, but if any share is issued on terms
providing that it shall rank for dividend as from a
particular date, it shall rank for dividend
accordingly. Subject to the Articles of Association
of HSBC Holdings, the Board may, with the prior
authority of an ordinary resolution of HSBC
Holdings and subject to such terms and conditions
as the Board may determine, offer to any holders of
ordinary shares the right to elect to receive ordinary
shares of the same or a different currency, credited
as fully paid, instead of cash in any currency in
respect of the whole (or some part, to be determined
by the Board) of any dividend specified by the
ordinary resolution. At the 2007 Annual General
Meeting shareholders gave authority to the Directors
to determine to offer a scrip dividend alternative
until the conclusion of the Annual General Meeting
in 2012.
Preference shares
The non-cumulative preference shares of
£0.01 each, the non-cumulative preference shares of
US$0.01 each (the ‘Dollar Preference Shares’) and
the non-cumulative preference shares of €0.01 each
carry the same rights and obligations under the
Articles of Association save in respect of the timing
of and payment of proceeds from the redemption of
each class of share, to the extent issued, and certain
rights and obligations that attach to each class of
preference share as determined by the Board prior to
allotment of the relevant preference shares. The
Dollar Preference Shares are the only class of the
preference shares which have been issued and
allotted to date.
Holders of the preference shares will only be
entitled to attend and vote at general meetings of
HSBC Holdings if any dividend payable on the
relevant preference shares in respect of such period
as the Board shall determine prior to allotment
thereof (which, in the case of the Dollar Preference
Shares in issue at 1 March 2010, is four consecutive
dividend payment dates) is not paid in full or in such
other circumstances, and upon and subject to such
terms, as the Board may determine prior to allotment
of the relevant preference shares. Whenever holders
of the relevant preference shares are entitled to vote
on a resolution at a general meeting, on a show of
hands every such holder who is present in person or
by proxy shall have one vote and on a poll every
such holder who is present in person or by proxy
shall have one vote per preference share held by him
or her or such number of votes per share as the Board
shall determine prior to allotment of such share.