HSBC 2015 Annual Report Download - page 283

HSBC HOLDINGS PLC
281
Strategic Report Financial Review Corporate Governance Financial Statements Shareholder Information
Appendix to Corporate Governance – Other disclosures
Share capital
Issued share capital
The nominal value of HSBC Holdings’ issued share capital paid up at 31 December 2015 was $9,842,562,967 divided
into 19,685,096,934 ordinary shares of $0.50 each, 1,450,000 non-cumulative preference shares of $0.01 each and
1 non-cumulative preference share of £0.01, representing approximately 99.9999%, 0.0001%, and 0%, respectively, of
the nominal value of HSBC Holdings’ total issued share capital paid up at 31 December 2015.
Rights and obligations attaching to shares
The rights and obligations attaching to each class of ordinary and non-cumulative preference shares in our share capital are set
out in full in our Articles of Association. The Articles of Association may be amended by special resolution of the shareholders
and can be found on our website at www.hsbc.com/about-hsbc/corporate-governance/corporate-governance-codes.
Ordinary shares
HSBC Holdings has one class of ordinary share, which carries no right to fixed income. There are no voting restrictions on the
issued ordinary shares, all of which are fully paid. On a show of hands, each member present has the right to one vote at
general meetings. On a poll, each member present or voting by proxy is entitled to one vote for every $0.50 nominal value of
share capital held. There are no specific restrictions on the transfer of ordinary shares which are governed by the general
provisions of the Articles of Association and prevailing legislation.
At the 2012 AGM, shareholders gave authority to the Directors to offer a scrip dividend alternative until the earlier of the
conclusion of the AGM in 2017 or 24 May 2017. In line with the Investment Association guidelines, shareholders’ approval is
being sought at the 2016 AGM to renew this authority for a further three-year period, expiring on the earlier of the conclusion
of the AGM in 2019 or 21 April 2019.
Information on the policy adopted by the Board for paying interim dividends on the ordinary shares may be found on page 470, under the
heading ‘Shareholder Information’.
Preference shares
The preference shares, which have preferential rights to income and capital, do not, in general, confer a right to attend and
vote at general meetings.
There are three classes of preference shares in the share capital of HSBC Holdings; non-cumulative preference shares of $0.01
each (the ‘dollar preference shares’); non-cumulative preference shares of £0.01 each (the ‘sterling preference shares’); and
non-cumulative preference shares of €0.01 (the ‘euro preference shares’). The dollar preference shares in issue are Series A
dollar preference shares and the sterling preference share in issue is a Series A sterling preference share. There are no euro
preference shares in issue.
Information on dividends declared for 2015 and 2016 may be found on page 283, under the heading ‘Dividends and shareholders’ and in Note 9
to the Financial Statements.
Further details of the rights and obligations attaching to the HSBC Holdings’ issued share capital may be found in Note 35 to the Financial
Statements.
Share capital changes in 2015
The following events occurred during the year in relation to the ordinary share capital of HSBC Holdings:
Scrip dividends
HSBC Holdings
ordinary shares issued
Aggregate
nominal value Market value per share
Issued in lieu of on number $$ £
Fourth interim dividend for 2014 30 April 2015 236,223,184 118,111,592 8.5121 5.6536
First interim dividend for 2015 8 July 2015 24,351,484 12,175,742 9.4959 6.2020
Second interim dividend for 2015 2 October 2015 18,425,272 9,212,636 8.6907 5.5464
Third interim dividend for 2015 3 December 2015 96,956,825 48,478,413 7.8417 5.1270