HSBC 2011 Annual Report Download - page 251

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Overview Operating & Financial Review Corporate Governance Financial Statements Shareholder Information
Appendix to Report of the Directors
Other required disclosures
Share capital
Issued share capital
The nominal value of our issued share capital paid up at 31 December 2011 was US$8,934,057,323 divided into
17,868,085,646 ordinary shares of US$0.50 each, 1,450,000 non-cumulative preference shares of US$0.01 each and
1 non-cumulative preference share of £0.01.
The percentage of the nominal value of our total issued share capital paid up at 31 December 2011 represented by the
ordinary shares of US$0.50 each, non-cumulative preference shares of US$0.01 each and the non-cumulative
preference share of £0.01 was approximately 99.9998%, 0.0002%, and 0%, respectively.
Rights and obligations attaching to shares
The rights and obligations attaching to each class of shares in our share capital are set out in our Articles of
Association subject to 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. 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 shares which are fully paid up and on which we have 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 our
registered office or our 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 our 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
we know or have 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%
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, the shareholders may, by ordinary resolution,
declare dividends to be paid to the holders of ordinary shares, though 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 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, the Board may, with the prior authority of an
ordinary resolution passed by the shareholders 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 offer a scrip dividend alternative until the conclusion of the Annual General Meeting in
2012. A resolution to renew Directors’ authority to offer a scrip dividend alternative will be proposed at the Annual
General Meeting in 2012.