HSBC Holdings plc

Annual General Meeting

At the Annual General Meeting of HSBC Holdings plc held on 26 May 2006, all resolutions were passed on a poll.

The following table shows the votes cast on each resolution:

Total Votes Total Votes Votes Resolution For* (%) Against (%) Withheld 1. To receive the Report and Accounts for 4,480,852,415 21,235,648 107,249,007 2005 (99.53) (0.47) 2. To approve the Directors’ Remuneration 4,428,404,417 154,287,152 70,543,557 Report for 2005 (96.63) (3.37) 3. (a) To re-elect The Baroness Dunn a 4,612,655,769 36,639,677 2,104,416 Director (99.21) (0.79) (b) To re-elect M F Geoghegan a Director 4,636,745,575 12,088,015 2,185,789 (99.74) (0.26) (c) Tore-electSKGreenaDirector 4,536,123,455 96,828,783 18,179,417 (97.91) (2.09) (d) To re-elect Sir Mark Moody-Stuart a 4,626,583,848 22,231,763 2,202,512 Director (99.52) (0.48) (e) To re-elect S M Robertson a Director 4,635,200,010 11,818,080 2,264,832 (99.75) (0.25) (f) To re-elect H Sohmen a Director 4,625,766,106 22,794,084 2,617,684 (99.51) (0.49) (g) To re-elect Sir Brian Williamson a 4,637,388,477 11,612,586 2,204,044 Director (99.75) (0.25) 4. To reappoint the Auditor at remuneration to 4,581,736,221 25,270,259 46,246,917 be determined by the Group Audit (99.45) (0.55) Committee 5. To authorise the Directors to allot shares 4,588,458,934 60,705,949 6,033,860 (98.69) (1.31) 6. To disapply pre-emption rights (Special 4,593,975,127 54,420,754 6,831,574 Resolution) (98.83) (1.17) 7. To authorise the Company to purchase its 4,620,218,288 15,470,061 9,882,035 own Ordinary Shares (99.67) (0.33) 8. To increase the fees payable to each non- 4,601,744,353 29,609,584 13,995,048 executive Director to £65,000 p.a. (99.36) (0.64)

* Includes discretionary votes

—1— The total number of ordinary shares of US$0.50 each eligible to be voted at the Annual General Meeting was 11,477,258,074. The scrutineers of the poll were Electoral Reform Services Limited and Computershare Investor Services PLC.

At the conclusion of the Annual General Meeting, Sir John Bond, A W Jebson and Sir John Kemp-Welch retired as Directors. There are no matters relating to the retirements of Sir John Bond, A W Jebson and Sir John Kemp-Welch that need to be brought to the attention of the shareholders of the Company. Sir John Bond had been Group Chairman since 1998 and A W Jebson had been Group Chief Operating Officer since 2003. At the conclusion of the Annual General Meeting S K Green, formerly Group Chief Executive, became Group Chairman and M F Geoghegan, formerly Chief Executive and, latterly, Deputy Chairman of HSBC Bank plc, became the Group Chief Executive.

The particulars of M F Geoghegan and S K Green, required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, are:

Michael Francis Geoghegan, CBE, Group Chief Executive. Age 52. An executive Director since 2004. Joined HSBC in 1973. A Director and, since 6 March 2006, Deputy Chairman of HSBC Bank plc. A Director of HSBC France and HSBC Private Banking Holdings (Suisse) S.A. President of HSBC Bank Brasil S.A.-Banco Mu´ ltiplo from 1997 to 2003 and responsible for all of HSBC’s business throughout South America from 2000 to 2003. Chief Executive of HSBC Bank plc from January 2004 to 6 March 2006. A non-executive Director and Chairman of Young Enterprise.

Stephen Keith Green, M.Sc. Group Chairman, Age 57. An executive Director since 1998. Joined HSBC in 1982. Group Treasurer from 1992 to 1998. Executive Director, Corporate, Investment Banking and Markets from 1998 to 2003. Group Chief Executive from 2003 to 26 May 2006. Chairman of HSBC Bank plc, HSBC Bank Limited, HSBC Bank USA, N.A., HSBC Group Investment Businesses Limited, HSBC Private Banking Holdings (Suisse) S.A., and HSBC USA Inc. A Director of HSBC France, The Hongkong and Shanghai Banking Corporation Limited, Grupo Financiero HSBC, S.A. de C.V., HSBC North America Holdings Inc. and HSBC Trinkaus & Burkhardt KGaA. A former Director of The Bank of Bermuda Limited.

Neither M F Geoghegan nor S K Green has any material relationship with another Director, member of Senior Management or substantial or controlling shareholder. S M Robertson, an independent non-executive Director of HSBC Holdings plc was a Trustee of the St Paul’s Cathedral Foundation from 2000 until 19 May 2005. During this period S K Green and Sir Brian Williamson, an independent non-executive Director of HSBC Holdings plc, also served as Trustees.

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M05 — 26020972p (HSBC) (user: lsm) According to the registers of Directors’ interests maintained by HSBC Holdings plc pursuant to section 325 of the Companies Act 1985 and section 352 of the Securities and Futures Ordinance of Hong Kong, M F Geoghegan and S K Green had the following interests in the shares and loan capital of HSBC at 26 May 2006, all beneficial unless otherwise stated.

HSBC Holdings Jointly With Percentage Ordinary Beneficial Child under another Equity Total of Ordinary Shares of US$0.50 owner 18 or spouse person derivatives interests Shares in issue

M F Geoghegan 113,525 ———113,525 —2 S K Green 333,598 16,804 45,355 3,0701 398,827 —2

1 Savings-related share options. 2 Less than 0.01 per cent.

At 26 May 2006 M F Geoghegan and S K Green had interests in 653,702 and 984,436 HSBC Holdings Ordinary Shares of US$0.50 respectively arising from conditional awards of Performance Shares under the HSBC Holdings Restricted Share Plan 2000 and The HSBC Share Plan, subject to the vesting arrangements set out on pages 44 to 46 of the Annual Review 2005 and pages 220 to 223 of the Annual Report and Accounts 2005. The aggregate interests of M F Geoghegan and S K Green in HSBC Holdings Ordinary Shares of US$0.50 including interests arising through conditional awards of Performance Shares are 767,227 and 1,383,263 shares respectively (each less than 0.01 per cent of the shares in issue).

At 26 May 2006 S K Green had an interest as beneficial owner in= C75,000 of HSBC Holdings plc 51⁄2 per cent Subordinated Notes 2009.

As Directors of HSBC France and of HSBC Private Banking Holdings (Suisse) S.A. M F Geoghegan and S K Green each had, at 26 May 2006, an interest as beneficial owner in one share in each company of= C5 and CHF1,000 respectively. The Directors have waived their rights to receive dividends on these shares and have undertaken to transfer these shares to HSBC on ceasing to be Directors.

M F Geoghegan and S K Green are employed on rolling contracts dated 25 May 2004 and 9 March 1998 respectively, which require 12 months’ notice to be given by either party. Under their service contracts, M F Geoghegan and S K Green receive a basic salary and a discretionary annual cash bonus. The basic salaries of M F Geoghegan and S K Green are £1,000,000 and £1,250,000 per annum respectively. The performance factors to determine the discretionary annual cash bonuses are explained on page 43 of the Annual Review 2005 and on page 219 of the Annual Report and Accounts 2005. Remuneration policy for executive Directors is intended to provide competitive rates of base salary but with the potential for the majority of the value of the remuneration package to be delivered in the form of both short and long-term incentives. M F Geoghegan and S K Green have waived their rights to receive Directors’ fees from HSBC Holdings plc.

Save as disclosed above there are no further particulars required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

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M05 — 26020972p (HSBC) (user: lsm) The current Directors of HSBC Holdings plc are Lord Butler†,RKFCh’ien†, J D Coombe†, The Baroness Dunn*, R A Fairhead†, D J Flint, W K L Fung†, S K Green, M F Geoghegan, S Hintze†, J W J Hughes-Hallett†, Sir Brian Moffat†, Sir Mark Moody-Stuart†,SW Newton†, S M Robertson†, H Sohmen* and Sir Brian Williamson†.

† Independent Non-Executive Director * Non-Executive Director

For and on behalf of HSBC Holdings plc R G Barber Group Company Secretary

26 May 2006

HSBC Holdings plc Incorporated in England with limited liability. Registered in England: number 617987 Registered Office and Group Head Office: 8 Canada Square, London E14 5HQ, United Kingdom Stock Code: 5

Please also refer to the published version of this announcement in The Standard.

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M05 — 26020972p (HSBC) (user: root)