1. Directors' interests
According to the register of Directors' interests maintained by HSBC Holdings pursuant to section 352 of the Securities and Futures Ordinance of Hong Kong, the Directors of HSBC Holdings at 30 June 2009 had the following interests, all beneficial unless otherwise stated, in the shares and loan capital of HSBC and its associated corporations:
HSBC Holdings ordinary shares of US$0.50
|
|
|
At 30 June 2009 |
||||||||||
|
At 2009 |
|
Beneficial owner |
|
Child under 18 or spouse |
|
Controlled corporation |
|
Jointly with another person |
|
Trustee |
|
Total interests1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
V H C Cheng |
300,790 |
|
281,183 |
|
179,898 |
|
- |
|
- |
|
- |
|
461,081 |
J D Coombe |
13,250 |
|
19,354 |
|
- |
|
- |
|
- |
|
- |
|
19,354 |
R A Fairhead |
- |
|
- |
|
- |
|
- |
|
21,300 |
|
- |
|
21,300 |
D J Flint |
119,456 |
|
142,107 |
|
- |
|
- |
|
- |
|
32,1272 |
|
174,234 |
A A Flockhart |
172,583 |
|
266,332 |
|
- |
|
- |
|
- |
|
- |
|
266,332 |
W K L Fung |
328,000 |
|
294,666 |
|
- |
|
170,000 |
|
- |
|
- |
|
464,666 |
M F Geoghegan |
477,434 |
|
718,938 |
|
- |
|
- |
|
- |
|
- |
|
718,938 |
S K Green |
667,421 |
|
936,815 |
|
- |
|
- |
|
64,252 |
|
- |
|
1,001,067 |
S T Gulliver |
2,279,861 |
|
3,396,767 |
|
177,456 |
|
- |
|
- |
|
- |
|
3,574,223 |
J W J Hughes-Hallett |
376,427 |
|
- |
|
- |
|
- |
|
- |
|
67,7553 |
|
67,755 |
W S H Laidlaw |
21,693 |
|
29,315 |
|
- |
|
- |
|
- |
|
1,4163 |
|
30,731 |
Sir Mark Moody-Stuart |
10,840 |
|
7,083 |
|
1,190 |
|
- |
|
- |
|
7,0833 |
|
15,356 |
G Morgan |
52,873 |
|
77,230 |
|
- |
|
- |
|
- |
|
- |
|
77,230 |
S M Robertson |
98,620 |
|
8,207 |
|
- |
|
- |
|
- |
|
131,7503 |
|
139,957 |
Sir Brian Williamson |
24,496 |
|
35,782 |
|
- |
|
- |
|
- |
|
- |
|
35,782 |
1 Includes HSBC Holdings ordinary shares of US$0.50 taken up under the rights issue (as described on page 227). The Directors entitled to acquire new ordinary shares under the rights issue took up their rights in full, other than the rights arising in connection with any ordinary shares held by the executive Directors through the HSBC Holdings UK Share Ownership Plan. Details of executive Directors' other interests in HSBC Holdings ordinary shares of US$0.50 arising from the HSBC Holdings savings-related share option plans and the HSBC Share Plan are set out on the following pages. At 30 June 2009, the aggregate interests of each executive Director under the Securities and Futures Ordinance of Hong Kong in HSBC Holdings ordinary shares of US$0.50, including interests arising through employee share plans, were: V H C Cheng - 1,418,512; D J Flint - 945,919; A A Flockhart - 1,134,757; M F Geoghegan - 2,501,343; S K Green - 2,780,030; and S T Gulliver - 4,369,928. Each Director's total interests represents less than 0.03 per cent of the shares in issue.
2 Non-beneficial interest in 21,418 HSBC Holdings ordinary shares of US$0.50.
3 Non-beneficial.
M F Geoghegan has an interest as beneficial owner in 280,000 ordinary shares of HK$5.00 each in Hang Seng Bank Limited (representing less than 0.02 per cent of the shares in issue), which he held throughout the period.
S K Green had an interest as beneficial owner in €75,000 of HSBC Holdings plc 5½ per cent Subordinated Notes 2009 which he held throughout the period. The HSBC Holdings plc 5½ per cent Subordinated Notes 2009 were redeemed by HSBC on 15 July 2009.
As directors of HSBC France, S K Green and S T Gulliver each have an interest as beneficial owner in one share of €5 in that company (representing less than 0.01 per cent of the shares in issue), which they held throughout the period. 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 of HSBC France.
As directors of HSBC Private Banking Holdings (Suisse) SA, S K Green and S T Gulliver each have an interest as beneficial owner in one share of CHF1,000 in that company (representing less than 0.01 per cent of the shares in issue), which they held throughout the period. 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 of HSBC Private Banking Holdings (Suisse) SA.
Savings-related share option plans and the HSBC Share Plan
The Remuneration Committee agreed to make adjustments to all unexercised share options and share awards under HSBC's various share plans and share schemes as a consequence of the rights issue. The adjustments were based on the theoretical ex-rights price, which was considered to be the most appropriate methodology to reflect the rights issue. The adjustments under certain share plans and share schemes have been approved by the relevant tax authorities, where necessary.
HSBC Holdings savings-related share option plans
HSBC Holdings ordinary shares of US$0.50
|
|
Exercise price (£) |
|
|
|
|
|
|
Adjust- |
|
|
|||||
|
Date of |
At 1 January 2009 |
|
At 30 June 2009 |
|
|
|
|
|
Held at 1 January 2009 |
ment for rights issue |
Awarded during the period |
Held at |
|||
Exercisable |
||||||||||||||||
from1 |
|
until |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
D J Flint |
25 Apr 2007 |
7.0872 |
|
6.17602 |
|
1 Aug 2012 |
|
31 Jan 2013 |
|
2,310 |
|
340 |
- |
2,650 |
||
A A Flockhart |
25 Apr 2007 |
7.0872 |
|
6.17602 |
|
1 Aug 2010 |
|
31 Jan 2011 |
|
1,332 |
|
196 |
- |
-3 |
||
A A Flockhart |
29 Apr 2009 |
- |
|
3.3116 |
|
1 Aug 2014 |
|
31 Jan 2015 |
|
- |
|
- |
4,529 |
4,529 |
The HSBC Holdings savings-related share option plans are all-employee share plans under which eligible HSBC employees may be granted options to acquire HSBC Holdings ordinary shares. Employees may make contributions of up to £250 (or equivalent) each month over a period of one, three or five years which may be used on the first, third or fifth anniversary of the commencement of the relevant savings contract, at the employee's election, to exercise the options. The plans help align the interests of employees with the creation of shareholder value and, as such, exercise of the options is not subject to any performance conditions. The options were awarded for nil consideration and are exercisable at a 20 per cent discount to the average market value of the ordinary shares on the five business days immediately preceding the invitation date. There are no performance criteria conditional upon which the outstanding options are exercisable and there have been no variations to the terms and conditions since the awards were made. The market value per share of the ordinary shares at 30 June 2009 was £5.025. The highest and lowest market values per share during the period were £5.9432 and £3.0413. Market value is the mid-market price derived from the London Stock Exchange Daily Official List on the relevant date. Under the Securities and Futures Ordinance of Hong Kong, the options are categorised as unlisted physically settled equity derivatives.
1 May be advanced to an earlier date in certain circumstances, e.g. retirement.
2 Adjusted for rights issue.
3 Options lapsed on 29 April 2009 following closure of the associated savings-related account by the Director.
Awards of Performance Shares
HSBC Share Plan
HSBC Holdings ordinary shares of US$0.50
|
Date of award |
|
Year in which awards may vest |
|
Awards held at 1 January 2009 |
|
Awards vested during period1,2 |
|
|
|
Awards held at 30 June 20092 |
||
|
|
|
|
Adjustment for rights issue |
|
||||||||
|
|
|
Number |
|
Monetary value |
|
|
||||||
|
|
|
|
|
|
|
|
|
£000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
V H C Cheng |
6 Mar 2006 |
2009 |
2009 |
|
92,689 |
|
21,722 |
|
95 |
|
13,927 |
|
-3 |
|
5 Mar 2007 |
2010 |
2010 |
|
180,739 |
|
- |
|
- |
|
27,156 |
|
214,465 |
|
3 Jun 2008 |
2011 |
2011 |
|
130,852 |
|
- |
|
- |
|
19,661 |
|
155,269 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
D J Flint |
6 Mar 2006 |
2009 |
2009 |
|
185,378 |
|
43,444 |
|
191 |
|
27,854 |
|
-3 |
|
5 Mar 2007 |
2010 |
2010 |
|
270,755 |
|
- |
|
- |
|
40,682 |
|
321,279 |
|
3 Jun 2008 |
2011 |
2011 |
|
377,343 |
|
- |
|
- |
|
56,696 |
|
447,756 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A A Flockhart |
6 Mar 2006 |
2009 |
2009 |
|
69,518 |
|
16,291 |
|
71 |
|
10,445 |
|
-3 |
|
5 Mar 2007 |
2010 |
2010 |
|
120,395 |
|
- |
|
- |
|
18,089 |
|
142,861 |
|
3 Jun 2008 |
2011 |
2011 |
|
128,675 |
|
- |
|
- |
|
19,333 |
|
152,686 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
M F Geoghegan |
6 Mar 2006 |
2009 |
2009 |
|
231,724 |
|
54,305 |
|
238 |
|
34,817 |
|
-3 |
|
5 Mar 2007 |
2010 |
2010 |
|
615,351 |
|
- |
|
- |
|
92,458 |
|
730,178 |
|
3 Jun 2008 |
2011 |
2011 |
|
886,755 |
|
- |
|
- |
|
133,237 |
|
1,052,227 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S K Green |
6 Mar 2006 |
2009 |
2009 |
|
289,653 |
|
67,881 |
|
298 |
|
43,521 |
|
-3 |
|
5 Mar 2007 |
2010 |
2010 |
|
461,513 |
|
- |
|
- |
|
69,344 |
|
547,634 |
|
3 Jun 2008 |
2011 |
2011 |
|
1,037,692 |
|
- |
|
- |
|
155,915 |
|
1,231,329 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S T Gulliver |
6 Mar 2006 |
2009 |
2009 |
|
115,861 |
|
27,152 |
|
119 |
|
17,409 |
|
-3 |
|
5 Mar 2007 |
2010 |
2010 |
|
133,725 |
|
- |
|
- |
|
20,092 |
|
158,678 |
|
3 Jun 2008 |
2011 |
2011 |
|
56,063 |
|
- |
|
- |
|
8,423 |
|
66,524 |
Vesting of these Performance Share awards is subject to the achievement of the corporate performance conditions set out on pages 318 to 321 of the Annual Report and Accounts 2008. Interests in Performance Share awards are categorised under the Securities and Futures Ordinance of Hong Kong as the interests of a beneficiary of a trust.
1 A part of the total shareholder return element of the performance conditions was met and vested on 8 April 2009, when the market value per share was £4.37, as follows: V H C Cheng, 21,394 shares; D J Flint, 42,788 shares; A A Flockhart, 16,045 shares; M F Geoghegan, 53,485 shares; S K Green, 66,856 shares; and S T Gulliver, 26,742 shares. Awards representing the fourth interim dividend for 2008 vested on 6 May 2009, when the market value per share was £5.39, as follows: V H C Cheng, 328 shares; D J Flint, 656 shares; A A Flockhart, 246 shares; M F Geoghegan, 820 shares; S K Green, 1,025 shares; and S T Gulliver, 410 shares. The market value per share on the date of the award, 6 March 2006, was £9.89.
2 Includes additional shares arising from scrip dividends.
3 The earnings per share element and part of the total shareholder return element of the performance conditions were not met and, under the terms of the Plan, the following awards were forfeited on 8 April 2009: V H C Cheng, 86,931 shares; D J Flint, 173,862 shares;
A A Flockhart, 65,199 shares; M F Geoghegan, 217,328 shares; S K Green, 271,659; and S T Gulliver, 108,664 shares. As a consequence, the fourth interim dividend for 2008 did not accrue on the forfeited shares.
Awards of Restricted Shares
HSBC Share Plan
HSBC Holdings ordinary shares of US$0.50
|
Date of award |
|
Year in which awards may vest |
|
Awards held on 1 January 2009 |
|
Awards made during period1 |
|
Awards vested during period |
Adjustment for rights issue |
|
Awards held at 30 June 20092 |
|||||
Number |
|
Monetary value |
Number |
|
Monetary value |
||||||||||||
|
|
|
|
|
|
|
|
|
£000 |
|
|
|
£000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
V H C Cheng |
3 Mar 2008 |
2008 |
2011 |
|
86,158 |
|
- |
|
- |
|
- |
|
- |
|
12,945 |
|
102,235 |
|
2 Mar 2009 |
|
2012 |
|
- |
|
416,662 |
|
1,662 |
|
- |
|
- |
|
61,471 |
|
485,462 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
A A Flockhart |
31 Oct 2007 |
|
2010 |
|
53,568 |
|
- |
|
- |
|
- |
|
- |
|
8,048 |
|
63,564 |
|
3 Mar 2008 |
|
2011 |
|
12,488 |
|
- |
|
- |
|
- |
|
- |
|
1,877 |
|
14,819 |
|
2 Mar 2009 |
|
2012 |
|
- |
|
420,528 |
|
1,678 |
|
- |
|
- |
|
62,041 |
|
489,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S T Gulliver |
6 Mar 2006 |
|
20093 |
|
150,421 |
|
- |
|
- |
|
153,1934 |
|
6114 |
|
- |
|
- |
|
5 Mar 2007 |
2010 |
2009-20103 |
|
319,934 |
|
- |
|
- |
|
163,8744 |
|
6544 |
|
23,894 |
|
188,702 |
|
3 Mar 2008 |
2011 |
2009-20113 |
|
480,237 |
|
- |
|
- |
|
161,3994 |
|
6444 |
|
48,345 |
|
381,801 |
Vesting of Restricted Share awards is normally subject to the Director remaining an employee on the vesting date. The vesting date may be advanced to an earlier date in certain circumstances, e.g. death or retirement. Interests in Restricted Share awards granted in 2007 and 2008 are categorised under the Securities and Futures Ordinance of Hong Kong as the interests of a beneficiary of a trust and interests in Restricted Share awards granted in 2009 are categorised under the Securities and Futures Ordinance of Hong Kong as the interests of a beneficial owner.
1 At the date of the award, 2 March 2009, the market value per share was £3.99.
2 Includes additional shares arising from scrip dividends.
3 33 per cent of the award vests on each of the first and second anniversaries of the date of the award, with the balance vesting on the third anniversary of the date of the award.
4 At the date of vesting, 2 March 2009, the market value per share was £3.99. The market value per share on the dates of the awards, 6 March 2006, 5 March 2007 and 3 March 2008, was £9.89, £8.96 and £7.90 respectively.
No Directors held any short position as defined in the Securities and Futures Ordinance of Hong Kong in the shares and loan capital of HSBC and its associated corporations. Save as stated above, none of the Directors had an interest in any shares or debentures of HSBC or any associated corporation at the beginning or at the end of the period, and none of the Directors or members of their immediate families was awarded or exercised any right to subscribe for any shares or debentures in any HSBC corporation during the period. Since the end of the period, the interests of each of the following Directors have increased by the number of HSBC Holdings ordinary shares shown against their name:
Increase in Directors' Interests since 30 June 2009
HSBC Holdings ordinary shares of US$0.50
|
Beneficial owner |
|
Child under 18 or spouse |
|
Controlled corporation |
|
Trustee |
|
Beneficiary of a trust1 |
|
|
|
|
|
|
|
|
|
|
V H C Cheng |
4,4412 |
|
1,645 |
|
- |
|
- |
|
4,317 |
J D Coombe |
1773 |
|
- |
|
- |
|
- |
|
- |
D J Flint |
1,1824 |
|
- |
|
- |
|
2943,5 |
|
7,034 |
A A Flockhart |
6,9163,6 |
|
- |
|
- |
|
- |
|
3,421 |
M F Geoghegan |
3,1973 |
|
- |
|
- |
|
- |
|
16,304 |
S K Green |
407 |
|
- |
|
- |
|
- |
|
16,272 |
S T Gulliver |
- |
|
53 |
|
- |
|
- |
|
7,280 |
G Morgan |
7063 |
|
- |
|
- |
|
- |
|
- |
S M Robertson |
753 |
|
- |
|
- |
|
- |
|
- |
Sir Brian Williamson |
3273 |
|
- |
|
- |
|
- |
|
- |
1 Scrip dividend on Performance Share and Restricted Share awards granted in 2007 and 2008 under the HSBC Share Plan.
2 Scrip dividend on Restricted Share awards granted in 2009 under the HSBC Share Plan.
3 Scrip dividend.
4 Comprises scrip dividend on shares held as beneficial owner (1,089 shares), the automatic reinvestment of dividend income by an Individual Savings Account or Personal Equity Plan manager (53 shares), the acquisition of shares in the HSBC Holdings UK Share Ownership Plan through regular monthly contributions (22 shares) and the automatic reinvestment of dividend income on shares held in the plan (18 shares).
5 Non-beneficial interest in 196 HSBC Holdings ordinary shares of US$0.50.
6 Includes scrip dividend on Restricted Share awards granted in 2009 under the HSBC Share Plan (4,481).
7 Comprises acquisition of shares in the HSBC Holdings UK Share Ownership Plan through regular monthly contributions (22 shares) and the automatic reinvestment of dividend income on shares held in the plan (18 shares).
2 Employee share option plans
To help align the interests of employees with those of shareholders, share options are granted under all-employee share plans. There have been no awards of discretionary options since 30 September 2005. The following are particulars of outstanding employee share options, including those held by employees working under employment contracts that are regarded as 'continuous contracts' for the purposes of the Hong Kong Employment Ordinance. The options were granted at nil consideration. No options have been granted to substantial shareholders, suppliers of goods or services, or in excess of the individual limit for each share plan. No options were cancelled during the period. The options which were awarded, exercised or lapsed during the period are detailed in the tables below. Particulars of options held by Directors of HSBC Holdings are set out on page 234.
The Remuneration Committee agreed to make adjustments to all unexercised share options and share awards under HSBC's various share plans and share schemes as a consequence of the rights issue. The adjustments were based on the theoretical ex-rights price, which was considered to be the most appropriate methodology to reflect the rights issue. The adjustments under certain share plans and share schemes were approved by the relevant tax authorities, where necessary. In the case of the HSBC France and HSBC Private Bank France share plans, adjustments were made to the ratios at which the shares are exchangeable for HSBC Holdings ordinary shares of US$0.50 following the exercise of options.
All-employee share option plans
The exercise period of the options awarded under all-employee share plans may be advanced to an earlier date in certain circumstances, for example on retirement, and may be extended in certain circumstances, for example on the death of a participant, the executors may exercise the option up to six months beyond the normal exercise period. The closing price per HSBC Holdings ordinary share on 28 April 2009, the day before options were awarded in 2009, was £4.57. The options are exercisable at a 20 per cent discount to the average market value of the ordinary shares on the five business days immediately preceding the invitation date, unless otherwise indicated.
HSBC Holdings Savings-Related Share Option Plan
HSBC Holdings ordinary shares of US$0.50
|
Exercise price (£) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Date of award |
At 1 Jan 2009 |
|
At 30 June 20091 |
|
|
|
|
|
At |
Adjustment for rights |
|
Awarded during period |
|
Exercised during period2 |
|
Lapsed during period |
|
At 30 June 2009 |
|
Exercisable |
|||||||||||||||||||
from |
|
until |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 Apr 2003 |
5.3496 |
|
4.6618 |
|
1 Aug 2008 |
|
31 Jan 2009 |
|
371,318 |
|
5,203 |
|
- |
|
151,051 |
|
191,188 |
|
34,282 |
21 Apr 2004 |
6.4720 |
|
5.6399 |
|
1 Aug 2009 |
|
31 Jan 2010 |
|
4,647,894 |
|
610,947 |
|
- |
|
7,664 |
|
779,257 |
|
4,471,920 |
24 May 2005 |
6.6792 |
|
5.8205 |
|
1 Aug 2008 |
|
31 Jan 2009 |
|
200,358 |
|
4,384 |
|
- |
|
13,355 |
|
164,508 |
|
26,879 |
24 May 2005 |
6.6792 |
|
5.8205 |
|
1 Aug 2010 |
|
31 Jan 2011 |
|
4,550,403 |
|
550,913 |
|
- |
|
3,697 |
|
2,676,282 |
|
2,421,337 |
26 Apr 2006 |
7.6736 |
|
6.6870 |
|
1 Aug 2009 |
|
31 Jan 2010 |
|
3,159,428 |
|
395,653 |
|
- |
|
1,052 |
|
730,127 |
|
2,823,902 |
26 Apr 2006 |
7.6736 |
|
6.6870 |
|
1 Aug 2011 |
|
31 Jan 2012 |
|
2,636,893 |
|
319,896 |
|
- |
|
622 |
|
1,716,009 |
|
1,240,158 |
25 Apr 2007 |
7.0872 |
|
6.1760 |
|
1 Aug 2010 |
|
31 Jan 2011 |
|
4,705,656 |
|
529,574 |
|
- |
|
849 |
|
3,396,181 |
|
1,838,200 |
25 Apr 2007 |
7.0872 |
|
6.1760 |
|
1 Aug 2012 |
|
31 Jan 2013 |
|
3,554,943 |
|
418,019 |
|
- |
|
541 |
|
2,497,632 |
|
1,474,789 |
30 Apr 2008 |
6.8160 |
|
5.9397 |
|
1 Aug 2011 |
|
31 Jan 2012 |
|
6,733,293 |
|
756,995 |
|
- |
|
412 |
|
5,153,927 |
|
2,335,949 |
30 Apr 2008 |
6.8160 |
|
5.9397 |
|
1 Aug 2013 |
|
31 Jan 2014 |
|
5,947,860 |
|
694,867 |
|
- |
|
272 |
|
4,685,447 |
|
1,957,008 |
29 Apr 2009 |
- |
|
3.3116 |
|
1 Aug 2012 |
|
31 Jan 2013 |
|
- |
|
- |
|
32,960,627 |
|
- |
|
26,514 |
|
32,934,113 |
29 Apr 2009 |
- |
|
3.3116 |
|
1 Aug 2014 |
|
31 Jan 2015 |
|
- |
|
- |
|
31,053,247 |
|
- |
|
20,865 |
|
31,032,382 |
1 Awards granted prior to 2009 adjusted for rights issue.
2 The weighted average closing price of the shares immediately before the dates on which options were exercised was £4.75.
The fair value of options granted in the period under the Plan was US$146 million.
HSBC Holdings Savings-Related Share Option Plan: International
HSBC Holdings ordinary shares of US$0.50
|
Exercise price |
|
|
|
|
|
|
||||||||||||
Date of award |
At 1 Jan 2009 |
|
At 30 June 20091 |
|
|
|
|
|
At |
Adjustment for rights |
|
Awarded during period |
|
Exercised during period2 |
|
Lapsed during period |
|
At 30 June 2009 |
|
Exercisable |
|||||||||||||||||||
from |
|
until |
|||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(£) |
|
(£) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 May 2003 |
5.3496 |
|
- |
|
1 Aug 2008 |
|
31 Jan 2009 |
|
380,020 |
|
- |
|
- |
|
91,562 |
|
288,458 |
|
- |
21 Apr 2004 |
6.4720 |
|
5.6399 |
|
1 Aug 2009 |
|
31 Jan 2010 |
|
7,456 |
|
1,098 |
|
- |
|
- |
|
- |
|
8,554 |
10 May 2004 |
6.4720 |
|
5.6399 |
|
1 Aug 2009 |
|
31 Jan 2010 |
|
2,281,863 |
|
239,792 |
|
- |
|
4,462 |
|
997,959 |
|
1,519,234 |
24 May 2005 |
6.6792 |
|
- |
|
1 Aug 2008 |
|
31 Jan 2009 |
|
621,324 |
|
- |
|
- |
|
61,252 |
|
560,072 |
|
- |
24 May 2005 |
6.6792 |
|
5.8205 |
|
1 Aug 2010 |
|
31 Jan 2011 |
|
2,804,273 |
|
254,169 |
|
- |
|
1,684 |
|
2,053,800 |
|
1,002,958 |
26 Apr 2006 |
7.6736 |
|
6.6870 |
|
1 Aug 2009 |
|
31 Jan 2010 |
|
1,525,575 |
|
191,701 |
|
- |
|
- |
|
641,246 |
|
1,076,030 |
26 Apr 2006 |
7.6736 |
|
6.6870 |
|
1 Aug 2011 |
|
31 Jan 2012 |
|
323,674 |
|
40,882 |
|
- |
|
- |
|
210,735 |
|
153,821 |
25 Apr 2007 |
7.0872 |
|
- |
|
1 Aug 2008 |
|
31 Oct 2008 |
|
264 |
|
- |
|
- |
|
264 |
|
- |
|
- |
25 Apr 2007 |
7.0872 |
|
6.1760 |
|
1 Aug 2010 |
|
31 Jan 2011 |
|
2,816,884 |
|
340,681 |
|
- |
|
- |
|
1,860,437 |
|
1,297,128 |
25 Apr 2007 |
7.0872 |
|
6.1760 |
|
1 Aug 2012 |
|
31 Jan 2013 |
|
773,845 |
|
89,634 |
|
- |
|
- |
|
540,017 |
|
323,462 |
30 Apr 2008 |
6.8160 |
|
5.9397 |
|
1 Aug 2009 |
|
31 Oct 2009 |
|
1,839,871 |
|
204,574 |
|
- |
|
504 |
|
898,096 |
|
1,145,845 |
30 Apr 2008 |
6.8160 |
|
5.9397 |
|
1 Aug 2011 |
|
31 Jan 2012 |
|
3,291,771 |
|
387,480 |
|
- |
|
320 |
|
2,406,896 |
|
1,272,035 |
30 Apr 2008 |
6.8160 |
|
5.9397 |
|
1 Aug 2013 |
|
31 Jan 2014 |
|
1,195,576 |
|
146,309 |
|
- |
|
- |
|
936,013 |
|
405,872 |
29 Apr 2009 |
- |
|
3.3116 |
|
1 Aug 2010 |
|
31 Oct 2010 |
|
- |
|
- |
|
4,625,837 |
|
- |
|
1,345 |
|
4,624,492 |
29 Apr 2009 |
- |
|
3.3116 |
|
1 Aug 2012 |
|
31 Jan 2013 |
|
- |
|
- |
|
12,639,343 |
|
- |
|
- |
|
12,639,343 |
29 Apr 2009 |
- |
|
3.3116 |
|
1 Aug 2014 |
|
31 Jan 2015 |
|
- |
|
- |
|
8,014,194 |
|
- |
|
4,529 |
|
8,009,665 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(US$) |
|
(US$) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 Apr 2006 |
13.3290 |
|
11.6154 |
|
1 Aug 2009 |
|
31 Jan 2010 |
|
1,148,429 |
|
151,349 |
|
- |
|
696 |
|
417,327 |
|
881,755 |
26 Apr 2006 |
13.3290 |
|
11.6154 |
|
1 Aug 2011 |
|
31 Jan 2012 |
|
305,353 |
|
40,157 |
|
- |
|
- |
|
137,536 |
|
207,974 |
25 Apr 2007 |
13.8803 |
|
12.0958 |
|
1 Aug 2010 |
|
31 Jan 2011 |
|
2,044,643 |
|
268,319 |
|
- |
|
660 |
|
1,040,506 |
|
1,271,796 |
25 Apr 2007 |
13.8803 |
|
12.0958 |
|
1 Aug 2012 |
|
31 Jan 2013 |
|
590,169 |
|
78,253 |
|
- |
|
- |
|
306,425 |
|
361,997 |
30 Apr 2008 |
14.48763 |
12.6250 |
|
1 Aug 2009 |
|
31 Oct 2009 |
|
549,534 |
|
71,547 |
|
- |
|
- |
|
284,440 |
|
336,641 |
|
30 Apr 2008 |
13.6354 |
|
11.8824 |
|
1 Aug 2009 |
|
31 Oct 2009 |
|
399,466 |
|
50,322 |
|
- |
|
- |
|
104,690 |
|
345,098 |
30 Apr 2008 |
13.6354 |
|
11.8824 |
|
1 Aug 2011 |
|
31 Jan 2012 |
|
1,837,345 |
|
246,992 |
|
- |
|
123 |
|
993,592 |
|
1,090,622 |
30 Apr 2008 |
13.6354 |
|
11.8824 |
|
1 Aug 2013 |
|
31 Jan 2014 |
|
507,206 |
|
69,969 |
|
- |
|
- |
|
280,521 |
|
296,654 |
29 Apr 2009 |
- |
|
5.19313 |
|
1 Aug 2010 |
|
31 Oct 2010 |
|
- |
|
- |
|
1,082,798 |
|
- |
|
- |
|
1,082,798 |
29 Apr 2009 |
- |
|
4.8876 |
|
1 Aug 2010 |
|
31 Oct 2010 |
|
- |
|
- |
|
604,897 |
|
- |
|
684 |
|
604,213 |
29 Apr 2009 |
- |
|
4.8876 |
|
1 Aug 2012 |
|
31 Jan 2013 |
|
- |
|
- |
|
5,084,031 |
|
- |
|
3,051 |
|
5,080,980 |
29 Apr 2009 |
- |
|
4.8876 |
|
1 Aug 2014 |
|
31 Jan 2015 |
|
- |
|
- |
|
2,599,092 |
|
- |
|
- |
|
2,599,092 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(€) |
|
(€) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 Apr 2006 |
11.0062 |
|
9.5912 |
|
1 Aug 2009 |
|
31 Jan 2010 |
|
124,371 |
|
16,114 |
|
- |
|
- |
|
29,235 |
|
111,250 |
26 Apr 2006 |
11.0062 |
|
9.5912 |
|
1 Aug 2011 |
|
31 Jan 2012 |
|
21,831 |
|
3,084 |
|
- |
|
- |
|
14,177 |
|
10,738 |
25 Apr 2007 |
10.4217 |
|
9.0818 |
|
1 Aug 2010 |
|
31 Jan 2011 |
|
254,482 |
|
34,383 |
|
- |
|
- |
|
137,833 |
|
151,032 |
25 Apr 2007 |
10.4217 |
|
9.0818 |
|
1 Aug 2012 |
|
31 Jan 2013 |
|
74,809 |
|
10,211 |
|
- |
|
- |
|
47,547 |
|
37,473 |
30 Apr 2008 |
8.6720 |
|
7.5571 |
|
1 Aug 2009 |
|
31 Oct 2009 |
|
149,323 |
|
16,379 |
|
- |
|
- |
|
70,727 |
|
94,975 |
30 Apr 2008 |
8.6720 |
|
7.5571 |
|
1 Aug 2011 |
|
31 Jan 2012 |
|
482,470 |
|
60,300 |
|
- |
|
- |
|
359,743 |
|
183,027 |
30 Apr 2008 |
8.6720 |
|
7.5571 |
|
1 Aug 2013 |
|
31 Jan 2014 |
|
196,833 |
|
23,563 |
|
- |
|
- |
|
179,479 |
|
40,917 |
29 Apr 2009 |
- |
|
3.6361 |
|
1 Aug 2010 |
|
31 Oct 2010 |
|
- |
|
- |
|
369,886 |
|
- |
|
577 |
|
369,309 |
29 Apr 2009 |
- |
|
3.6361 |
|
1 Aug 2012 |
|
31 Jan 2013 |
|
- |
|
- |
|
1,466,146 |
|
- |
|
2,475 |
|
1,463,671 |
29 Apr 2009 |
- |
|
3.6361 |
|
1 Aug 2014 |
|
31 Jan 2015 |
|
- |
|
- |
|
1,058,095 |
|
- |
|
- |
|
1,058,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(HK$) |
|
(HK$) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26 Apr 2006 |
103.4401 |
|
90.1414 |
|
1 Aug 2009 |
|
31 Jan 2010 |
|
2,311,113 |
|
179,064 |
|
- |
|
- |
|
1,426,487 |
|
1,063,690 |
26 Apr 2006 |
103.4401 |
|
90.1414 |
|
1 Aug 2011 |
|
31 Jan 2012 |
|
574,365 |
|
28,637 |
|
- |
|
- |
|
545,914 |
|
57,088 |
25 Apr 2007 |
108.4483 |
|
94.5057 |
|
1 Aug 2010 |
|
31 Jan 2011 |
|
2,367,952 |
|
122,567 |
|
- |
|
- |
|
2,299,914 |
|
190,605 |
25 Apr 2007 |
108.4483 |
|
94.5057 |
|
1 Aug 2012 |
|
31 Jan 2013 |
|
676,123 |
|
38,246 |
|
- |
|
- |
|
651,798 |
|
62,571 |
30 Apr 2008 |
106.2478 |
|
92.5881 |
|
1 Aug 2009 |
|
31 Oct 2009 |
|
1,698,625 |
|
101,377 |
|
- |
|
- |
|
1,249,546 |
|
550,456 |
30 Apr 2008 |
106.2478 |
|
92.5881 |
|
1 Aug 2011 |
|
31 Jan 2012 |
|
2,756,295 |
|
121,655 |
|
- |
|
- |
|
2,746,800 |
|
131,150 |
30 Apr 2008 |
106.2478 |
|
92.5881 |
|
1 Aug 2013 |
|
31 Jan 2014 |
|
959,694 |
|
54,445 |
|
- |
|
- |
|
944,333 |
|
69,806 |
29 Apr 2009 |
- |
|
37.8797 |
|
1 Aug 2010 |
|
31 Oct 2010 |
|
- |
|
- |
|
5,783,397 |
|
- |
|
4,493 |
|
5,778,904 |
29 Apr 2009 |
- |
|
37.8797 |
|
1 Aug 2012 |
|
31 Jan 2013 |
|
- |
|
- |
|
23,940,771 |
|
- |
|
- |
|
23,940,771 |
29 Apr 2009 |
- |
|
37.8797 |
|
1 Aug 2014 |
|
31 Jan 2015 |
|
- |
|
- |
|
21,513,401 |
|
- |
|
- |
|
21,513,401 |
1 Awards granted prior to 2009 adjusted for rights issue.
2 The weighted average closing price of the shares immediately before the dates on which the options were exercised was £5.11.
3 Exercisable at a 15 per cent discount to the average market value of the ordinary shares on the five business days immediately preceding the invitation date.
The fair value of options granted in the period under the Plan was US$187 million.
Fair values of share options awarded under all-employee share option plans in 2009, measured at the date of grant of the option, are calculated using a Black-Scholes model.
The expected life of options depends on the behaviour of option holders, which is incorporated into the option model consistent with historic observable data. The fair values calculated are inherently subjective and uncertain due to the assumptions made and the limitations of the model used. The significant weighted average assumptions used to estimate the fair value of the options granted in 2009 were as follows:
|
1-year savings-related share option plan |
|
3-year savings-related share option plans |
|
5-year savings-related share option plans |
|
|
|
|
|
|
Risk-free interest rate (%)1 |
0.7 |
|
2.1 |
|
2.4 |
Expected life (years)2 |
1 |
|
3 |
|
5 |
Expected volatility (%)3 |
50 |
|
35 |
|
30 |
1 The risk-free interest rate was determined from the UK gilts zero-coupon yield curve for the HSBC Holdings Savings-Related Share Option Plan. A similar yield curve was used for the HSBC Holdings Savings-Related Share Option Plan: International.
2 Expected life is not a single input parameter but a function of various behavioural assumptions.
3 Expected volatility is estimated by considering historic average HSBC share price volatility and implied volatility for traded options over HSBC shares of similar maturity to those of the employee options.
Expected dividend yield was determined to be 4.5 per cent per annum, in line with consensus analyst forecasts.
Discretionary share option plans
The exercise period of the options awarded under discretionary share incentive plans may be advanced to an earlier date in certain circumstances, for example on the sale of a business. In the case of the HSBC Holdings Executive Share Option Scheme, the exercise period of the options awarded may be extended in certain circumstances, for example on the death of a participant the executors may exercise the option beyond the normal exercise period.
HSBC Holdings Executive Share Option Scheme1
HSBC Holdings ordinary shares of US$0.50
|
Exercise price (£) |
|
|
|
|
|
|
||||||||||
Date of award |
At 1 Jan 2009 |
|
At 30 June 20092 |
|
|
|
|
|
At |
Adjustment for rights |
|
Exercised during period3 |
|
Lapsed during period |
|
At 30 June 2009 |
|
Exercisable |
|||||||||||||||||
from |
|
until |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29 Mar 1999 |
6.3754 |
|
5.5557 |
|
3 Apr 2002 |
|
29 Mar 2009 |
|
6,858,013 |
|
1,005,752 |
|
6,300 |
|
7,857,465 |
|
- |
10 Aug 1999 |
7.4210 |
|
6.4669 |
|
10 Aug 2002 |
|
10 Aug 2009 |
|
71,100 |
|
10,490 |
|
- |
|
- |
|
81,590 |
31 Aug 1999 |
7.8710 |
|
6.8591 |
|
31 Aug 2002 |
|
31 Aug 2009 |
|
4,000 |
|
590 |
|
- |
|
- |
|
4,590 |
3 Apr 2000 |
7.4600 |
|
6.5009 |
|
3 Apr 2003 |
|
3 Apr 2010 |
|
7,030,893 |
|
1,028,887 |
|
- |
|
175,220 |
|
7,884,560 |
1 The HSBC Holdings Executive Share Option Scheme expired on 26 May 2000. No options have been granted under the Scheme since that date.
2 Adjusted for rights issue.
3 The weighted average closing price of the shares immediately before the dates on which options were exercised was £5.67.
HSBC Holdings Group Share Option Plan1
HSBC Holdings ordinary shares of US$0.50
|
Exercise price (£) |
|
|
|
|
|
|
||||||||||
Date of award |
At 1 Jan 2009 |
|
At 30 June 20092 |
|
|
|
|
|
At |
Adjustment for rights |
|
Exercised during period3 |
|
Lapsed during period |
|
At 30 June 2009 |
|
Exercisable |
|||||||||||||||||
from |
|
until |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4 Oct 2000 |
9.6420 |
|
8.4024 |
|
4 Oct 2003 |
|
4 Oct 2010 |
|
299,016 |
|
43,745 |
|
- |
|
2,787 |
|
339,974 |
23 Apr 2001 |
8.7120 |
|
7.5919 |
|
23 Apr 2004 |
|
23 Apr 2011 |
|
26,148,186 |
|
4,337,958 |
|
- |
|
253,953 |
|
30,232,191 |
30 Aug 2001 |
8.2280 |
|
7.1702 |
|
30 Aug 2004 |
|
30 Aug 2011 |
|
147,768 |
|
21,766 |
|
- |
|
594 |
|
168,940 |
7 May 2002 |
8.4050 |
|
7.3244 |
|
7 May 2005 |
|
7 May 2012 |
|
28,369,933 |
|
4,483,790 |
|
550 |
|
277,224 |
|
32,575,949 |
30 Aug 2002 |
7.4550 |
|
6.4966 |
|
30 Aug 2005 |
|
30 Aug 2012 |
|
140,650 |
|
252,554 |
|
- |
|
918 |
|
392,286 |
2 May 2003 |
6.9100 |
|
6.0216 |
|
2 May 2006 |
|
2 May 2013 |
|
25,860,244 |
|
4,330,341 |
|
- |
|
637,039 |
|
29,553,546 |
29 Aug 2003 |
8.1300 |
|
7.0848 |
|
29 Aug 2006 |
|
29 Aug 2013 |
|
367,644 |
|
52,884 |
|
- |
|
9,180 |
|
411,348 |
3 Nov 2003 |
9.1350 |
|
7.9606 |
|
3 Nov 2006 |
|
3 Nov 2013 |
|
4,019,800 |
|
593,054 |
|
- |
|
- |
|
4,612,854 |
30 Apr 2004 |
8.2830 |
|
7.2181 |
|
30 Apr 2007 |
|
30 Apr 2014 |
|
50,891,202 |
|
8,072,752 |
|
- |
|
695,418 |
|
58,268,536 |
27 Aug 2004 |
8.6500 |
|
7.5379 |
|
27 Aug 2007 |
|
27 Aug 2014 |
|
299,200 |
|
44,142 |
|
- |
|
9,903 |
|
333,439 |
20 Apr 2005 |
8.3620 |
|
7.2869 |
|
20 Apr 2008 |
|
20 Apr 2015 |
|
6,660,770 |
|
1,322,899 |
|
- |
|
121,000 |
|
7,862,669 |
1 The HSBC Holdings Group Share Option Plan expired on 26 May 2005. No options have been granted under the Plan since that date.
2 Adjusted for rights issue.
3 The weighted average closing price of the shares immediately before the dates on which options were exercised was £4.84.
HSBC Share Plan
HSBC Holdings ordinary shares of US$0.50
|
Exercise price (£) |
|
|
|
|
|
|
||||||||||
Date of award |
At 1 Jan 2009 |
|
At 30 June 20091 |
|
|
|
|
|
At |
Adjustment for rights |
|
Exercised during period |
|
Lapsed during period |
|
At 30 June 2009 |
|
Exercisable |
|||||||||||||||||
from |
|
until |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21 Jun 2005 |
8.794 |
|
7.6634 |
|
21 Jun 2008 |
|
21 Jun 2009 |
|
224,727 |
|
33,155 |
|
- |
|
257,882 |
|
- |
30 Sep 2005 |
9.170 |
|
7.9911 |
|
30 Sep 2008 |
|
30 Sep 2015 |
|
74,985 |
|
11,061 |
|
- |
|
- |
|
86,046 |
1 Adjusted for rights issue.
Subsidiary company share plans
HSBC France and HSBC Private Bank France
When it was acquired in 2000, HSBC France and one of its subsidiary companies, HSBC Private Bank France, operated employee share option plans under which options could be granted over their respective shares. No further options will be granted under either of these companies' plans. The following are details of options to acquire shares in HSBC France and HSBC Private Bank France.
HSBC France
shares of €5
Date of award |
Exercise price (€) |
|
|
|
|
|
At 1 Jan 2009 |
|
Exercised during period |
|
Lapsed during period |
|
At 30 June 20091 |
Exercisable |
|||||||||||||
from |
|
until |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7 Apr 1999 |
81.71 |
|
7 Jun 2000 |
|
7 Apr 2009 |
|
183,627 |
|
- |
|
183,627 |
|
- |
12 Apr 2000 |
142.50 |
|
1 Jan 2002 |
|
12 Apr 2010 |
|
604,250 |
|
- |
|
- |
|
604,250 |
1 Following exercise of the options, the HSBC France shares will be exchanged for HSBC Holdings ordinary shares in the ratio of 14.917916 HSBC Holdings ordinary shares for each HSBC France share. At 30 June 2009, The HSBC Holdings Employee Benefit Trust 2001 (No. 1) held 9,963,718 HSBC Holdings ordinary shares which may be exchanged for HSBC France shares arising from the exercise of these options.
HSBC Private Bank France
shares of €2
Date of award |
Exercise price (€) |
|
|
|
|
|
At 1 Jan 2009 |
|
Exercised during period |
|
Lapsed during period |
|
At 30 June 20091 |
Exercisable |
|||||||||||||
from |
|
until |
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
21 Dec 1999 |
10.84 |
|
21 Dec 2000 |
|
21 Dec 2009 |
|
26,250 |
|
- |
|
- |
|
26,250 |
10 Mar 2000 |
12.44 |
|
27 Jun 2004 |
|
31 Dec 2010 |
|
20,626 |
|
- |
|
- |
|
20,626 |
15 May 2001 |
20.80 |
|
15 May 2002 |
|
15 May 2011 |
|
141,525 |
|
- |
|
- |
|
141,525 |
1 Oct 2002 |
22.22 |
|
2 Oct 2005 |
|
1 Oct 2012 |
|
145,575 |
|
- |
|
- |
|
145,575 |
1 Following exercise of the options, the HSBC Private Bank France shares will be exchanged for HSBC Holdings ordinary shares in the ratio of 2.099984 HSBC Holdings ordinary shares for each HSBC Private Bank France share. At 30 June 2009, The CCF Employee Benefit Trust 2001 held 1,069,031 HSBC Holdings ordinary shares which may be exchanged for HSBC Private Bank France shares arising from the exercise of these options.
HSBC Finance and its subsidiaries
Following the acquisition of HSBC Finance in 2003, all outstanding options and equity-based awards over HSBC Finance common shares were converted into rights to receive HSBC Holdings ordinary shares in the same ratio as the share exchange offer for the acquisition of HSBC Finance (2.675 HSBC Holdings ordinary shares for each HSBC Finance common share) and the exercise prices per share were adjusted accordingly. No further options will be granted under any of these plans.
The following are details of options and equity-based awards to acquire shares in HSBC Holdings. At 30 June 2009, the HSBC (Household) Employee Benefit Trust 2003 held 2,662,279 HSBC Holdings ordinary shares and 1,455 American Depositary Shares, each of which represents five ordinary shares, which may be used to satisfy the exercise of employee share options.
HSBC Finance: 1996 Long-Term Executive Incentive Compensation Plan
HSBC Holdings ordinary shares of US$0.50
|
Exercise price (US$) |
|
|
|
|
|
|
||||||||||
Date of award |
At 1 Jan 2009 |
|
At 30 June 20091 |
|
|
|
|
|
At |
Adjustment for rights |
|
Exercised during period |
|
Lapsed during period |
|
At 30 June 2009 |
|
Exercisable |
|||||||||||||||||
from |
|
until |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
17 May 1999 |
16.99 |
|
14.81 |
|
17 May 2000 |
|
17 May 2009 |
|
334,375 |
|
49,331 |
|
- |
|
383,706 |
|
- |
31 Aug 1999 |
13.96 |
|
12.17 |
|
31 Aug 2000 |
|
31 Aug 2009 |
|
300,938 |
|
44,397 |
|
- |
|
- |
|
345,335 |
8 Nov 1999 |
16.96 |
|
14.78 |
|
8 Nov 2000 |
|
8 Nov 2009 |
|
4,250,577 |
|
627,096 |
|
- |
|
- |
|
4,877,673 |
30 Jun 2000 |
15.70 |
|
13.68 |
|
30 Jun 2001 |
|
30 Jun 2010 |
|
26,846 |
|
3,960 |
|
- |
|
- |
|
30,806 |
8 Feb 2000 |
13.26 |
|
11.56 |
|
8 Feb 2001 |
|
8 Feb 2010 |
|
66,875 |
|
9,866 |
|
- |
|
- |
|
76,741 |
13 Nov 2000 |
18.40 |
|
16.03 |
|
13 Nov 2001 |
|
13 Nov 2010 |
|
5,728,514 |
|
845,138 |
|
- |
|
- |
|
6,573,652 |
12 Nov 2001 |
21.37 |
|
18.62 |
|
12 Nov 2002 |
|
12 Nov 2011 |
|
7,571,322 |
|
1,117,012 |
|
- |
|
- |
|
8,688,334 |
20 Nov 2002 |
10.66 |
|
9.29 |
|
20 Nov 2003 |
|
20 Nov 2012 |
|
2,402,135 |
|
354,391 |
|
- |
|
- |
|
2,756,526 |
1 Adjusted for rights issue.
Bank of Bermuda
Following the acquisition of Bank of Bermuda in 2004, all outstanding options over Bank of Bermuda shares were converted into rights to receive HSBC Holdings ordinary shares based on the consideration of US$40 for each Bank of Bermuda share and the average closing price of HSBC Holdings ordinary shares, derived from the London Stock Exchange Daily Official List, for the five business days preceding the closing date of the acquisition. No further options will be granted under any of these plans.
The following are details of options to acquire shares in HSBC Holdings. At 30 June 2009 the HSBC (Bank of Bermuda) Employee Benefit Trust 2004 held 2,131,764 HSBC Holdings ordinary shares which may be used to satisfy the exercise of employee share options.
Bank of Bermuda: Executive Share Option Plan 1997
HSBC Holdings ordinary shares of US$0.50
|
Exercise price (US$) |
|
|
|
|
|
|
||||||||||
Date of award |
At 1 Jan 2009 |
|
At 30 June 20091 |
|
|
|
|
|
At |
Adjustment for rights |
|
Exercised during period2 |
|
Lapsed during period |
|
At 30 June 2009 |
|
Exercisable |
|||||||||||||||||
from |
|
until |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23 Feb 1999 |
7.40 |
|
6.45 |
|
23 Feb 2000 |
|
23 Feb 2009 |
|
4,904 |
|
723 |
|
- |
|
5,627 |
|
- |
3 Aug 1999 |
7.10 |
|
6.19 |
|
3 Aug 2000 |
|
3 Aug 2009 |
|
7,634 |
|
1,125 |
|
1,947 |
|
- |
|
6,812 |
4 Feb 2000 |
7.21 |
|
6.28 |
|
4 Feb 2001 |
|
4 Feb 2010 |
|
31,678 |
|
4,674 |
|
- |
|
- |
|
36,352 |
1 Jun 2000 |
7.04 |
|
6.13 |
|
1 Jun 2001 |
|
1 Jun 2010 |
|
61,649 |
|
9,095 |
|
- |
|
- |
|
70,744 |
31 Jul 2000 |
10.11 |
|
8.81 |
|
31 Jul 2001 |
|
31 Jul 2010 |
|
27,744 |
|
4,093 |
|
- |
|
- |
|
31,837 |
11 Jan 2001 |
14.27 |
|
12.44 |
|
11 Jan 2002 |
|
11 Jan 2011 |
|
53,943 |
|
7,958 |
|
- |
|
- |
|
61,901 |
1 Adjusted for rights issue.
2 The weighted average closing price of the shares immediately before the dates on which options were exercised was £5.11.
Bank of Bermuda: Share Option Plan 2000
HSBC Holdings ordinary shares of US$0.50
|
Exercise price (US$) |
|
|
|
|
|
|
||||||||||
Date of award |
At 1 Jan 2009 |
|
At 30 June 20091 |
|
|
|
|
|
At |
Adjustment for rights |
|
Exercised during period |
|
Lapsed during period |
|
At 30 June 2009 |
|
Exercisable |
|||||||||||||||||
from |
|
until |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11 Jan 2001 |
14.27 |
|
12.44 |
|
11 Jan 2002 |
|
11 Jan 2011 |
|
134,857 |
|
19,896 |
|
- |
|
- |
|
154,753 |
6 Feb 2001 |
16.41 |
|
14.30 |
|
6 Feb 2002 |
|
6 Feb 2011 |
|
556,353 |
|
81,148 |
|
- |
|
- |
|
637,501 |
29 Mar 2001 |
15.39 |
|
13.41 |
|
29 Mar 2002 |
|
29 Mar 2011 |
|
270 |
|
40 |
|
- |
|
- |
|
310 |
16 Apr 2001 |
15.57 |
|
13.57 |
|
16 Apr 2002 |
|
16 Apr 2011 |
|
539 |
|
80 |
|
- |
|
- |
|
619 |
6 Jun 2001 |
18.35 |
|
15.99 |
|
6 Jun 2002 |
|
6 Jun 2011 |
|
8,091 |
|
1,194 |
|
- |
|
- |
|
9,285 |
16 Jul 2001 |
16.87 |
|
14.70 |
|
16 Jul 2002 |
|
16 Jul 2011 |
|
14,930 |
|
2,203 |
|
- |
|
- |
|
17,133 |
28 Aug 2001 |
15.39 |
|
13.41 |
|
28 Aug 2002 |
|
28 Aug 2011 |
|
13,486 |
|
1,990 |
|
- |
|
- |
|
15,476 |
26 Sep 2001 |
12.79 |
|
11.15 |
|
26 Sep 2002 |
|
26 Sep 2011 |
|
350,196 |
|
51,667 |
|
- |
|
- |
|
401,863 |
30 Jan 2002 |
15.60 |
|
13.59 |
|
30 Jan 2003 |
|
30 Jan 2012 |
|
1,226 |
|
181 |
|
- |
|
- |
|
1,407 |
5 Feb 2002 |
16.09 |
|
14.02 |
|
5 Feb 2003 |
|
5 Feb 2012 |
|
740,461 |
|
108,165 |
|
- |
|
- |
|
848,626 |
10 Jul 2002 |
15.84 |
|
13.80 |
|
10 Jul 2003 |
|
10 Jul 2012 |
|
12,260 |
|
1,809 |
|
- |
|
- |
|
14,069 |
4 Feb 2003 |
10.69 |
|
9.32 |
|
4 Feb 2004 |
|
4 Feb 2013 |
|
128,904 |
|
14,877 |
|
- |
|
- |
|
143,781 |
21 Apr 2003 |
11.85 |
|
10.33 |
|
21 Apr 2004 |
|
21 Apr 2013 |
|
6,833 |
|
1,009 |
|
- |
|
- |
|
7,842 |
1 Adjusted for rights issue.
Bank of Bermuda: Directors' Share Option Plan
HSBC Holdings ordinary shares of US$0.50
|
Exercise price (US$) |
|
|
|
|
|
|
||||||||||
Date of award |
At 1 Jan 2009 |
|
At 30 June 20091 |
|
|
|
|
|
At |
Adjustment for rights |
|
Exercised during period |
|
Lapsed during period |
|
At 30 June 2009 |
|
Exercisable |
|||||||||||||||||
from |
|
until |
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22 Sep 1999 |
8.02 |
|
6.99 |
|
22 Sep 2000 |
|
22 Sep 2009 |
|
3,082 |
|
455 |
|
- |
|
- |
|
3,537 |
20 Sep 2000 |
11.31 |
|
9.86 |
|
20 Sep 2001 |
|
20 Sep 2010 |
|
4,046 |
|
597 |
|
- |
|
- |
|
4,643 |
28 Mar 2001 |
15.76 |
|
13.73 |
|
28 Mar 2002 |
|
28 Mar 2011 |
|
12,811 |
|
1,890 |
|
- |
|
- |
|
14,701 |
3 Apr 2002 |
16.01 |
|
13.95 |
|
3 Apr 2003 |
|
3 Apr 2012 |
|
24,520 |
|
3,615 |
|
- |
|
- |
|
28,135 |
30 Apr 2003 |
12.23 |
|
10.66 |
|
30 Apr 2004 |
|
30 Apr 2013 |
|
4,904 |
|
723 |
|
- |
|
- |
|
5,627 |
1 Adjusted for rights issue.
3 Notifiable interests in share capital
The following disclosures of major holdings of voting rights have been made (and have not been amended or withdrawn) to the Company pursuant to the requirements of the Financial Services Authority Disclosure and Transparency Rule 5:
Barclays PLC gave notice on 17 April 2007 that it had an indirect interest on 16 April 2007 in 518,233,657 HSBC Holdings ordinary shares, representing 4.47 per cent of the ordinary shares in issue at that date.
Legal & General Group Plc gave notice on 18 April 2008 that it had a direct interest on 16 April 2008 in 593,425,216 HSBC Holdings ordinary shares, representing 5.00 per cent of the ordinary shares in issue at that date and gave notice on 21 April 2008 that on 18 April 2008 its holding of HSBC ordinary shares fell below 5.00 per cent of the ordinary shares in issue at that date.
There are no notifiable interests in the equity share capital recorded in the register maintained by HSBC Holdings pursuant to section 336 of the Securities and Futures Ordinance of Hong Kong.
4 Dealings in HSBC Holdings shares
Except for dealings as intermediaries by HSBC Bank, HSBC Financial Products (France) and The Hongkong and Shanghai Banking Corporation, which are members of a European Economic Area exchange, neither HSBC Holdings nor any subsidiary undertaking has bought, sold or redeemed any securities of HSBC Holdings during the six months to 30 June 2009.
5 Fourth interim dividend for 2008
The market value of HSBC Holdings ordinary shares on the first day that the scrip dividend shares in respect of the fourth interim dividend for 2008 were traded on the London Stock Exchange was more than 15 per cent greater than the cash equivalent value used to calculate the scrip dividend entitlements. The market value of each HSBC Holdings share for the purposes of UK income tax and capital gains tax calculations on 6 May 2009 was £5.3129 and the cash equivalent value used to calculate scrip dividend entitlements was £3.906.
Accordingly, the UK HM Revenue and Customs will substitute the market value of £5.3129 per scrip dividend share for UK income tax and capital gains tax purposes for the cash equivalent value of £3.906 per scrip dividend share.
A replacement Notional Tax Voucher was sent on 3 June 2009 to shareholders who elected for the scrip dividend alternative in respect of the fourth interim dividend for 2008.
6 First interim dividend for 2009
The first interim dividend for 2009 of US$0.08 per ordinary share was paid on 8 July 2009.
7 Second interim dividend for 2009
The Directors have declared a second interim dividend for 2009 of US$0.08 per ordinary share. The second interim dividend will be payable on 7 October 2009 to holders of ordinary shares on the Register at the close of business on 21 August 2009. The dividend will be payable in cash, in US dollars, sterling or Hong Kong dollars, or a combination of these currencies, at the exchange rates quoted by HSBC Bank plc in London at or about 11.00 am on 28 September 2009, and with a scrip dividend alternative. Particulars of these arrangements will be mailed to shareholders on or about 1 September 2009 and elections must be received by 23 September 2009.
The dividend will be payable on shares held through Euroclear France, the settlement and central depositary system for Euronext Paris, on 7 October 2009 to the holders of record on 21 August 2009. The dividend will be payable in cash in euros at the exchange rate on 28 September 2009, and with a scrip dividend alternative. Particulars of these arrangements will be announced through Euronext Paris on 17 August and 26 August 2009.
The dividend will be payable on American Depositary Shares ('ADS's), each of which represents five ordinary shares, on 7 October 2009 to holders of record on 21 August 2009. The dividend of US$0.40 per ADS will be payable in cash, in US dollars and with a scrip dividend alternative of new ADSs. Particulars of these arrangements will be mailed to holders on or about 1 September 2009. Elections must be received by the depositary on or before 17 September 2009. Alternatively, the cash dividend may be invested in additional ADSs for participants in the dividend reinvestment plan operated by the depositary.
HSBC Holdings ordinary shares will be quoted ex-dividend in London, Hong Kong, Paris and Bermuda on 19 August 2009. The ADSs will be quoted ex-dividend in New York on 19 August 2009.
The Overseas Branch Register of shareholders in Hong Kong will be closed for one day, on Friday 21 August 2009. Any person who has acquired shares registered on the Hong Kong Branch Register but who has not lodged the share transfer with the Hong Kong Branch Registrar should do so before 4.00 pm on Thursday 20 August 2009 in order to receive the second interim dividend for 2009, which will be payable on 7 October 2009. Transfers may not be made to or from the Hong Kong Overseas Branch Register while that Branch Register is closed.
Any person who has acquired shares registered on the Principal Register in the United Kingdom but who has not lodged the share transfer with the Principal Registrar should do so before 4.00 pm on Friday 21 August 2009 in order to receive the dividend.
Any person who has acquired shares registered on the Overseas Branch Register of shareholders in Bermuda but who has not lodged the share transfer with the Bermuda Branch Registrar should do so before 4.00 pm on Friday 21 August 2009 in order to receive the dividend.
Transfers of American Depositary Shares must be lodged with the depositary by 12 noon on 21 August 2009 in order to receive the dividend.
8 Proposed interim dividends for 2009
The Board has adopted a policy of paying quarterly dividends on the ordinary shares. Under this policy it is intended to have a pattern of three equal interim dividends with a variable fourth interim dividend. The proposed timetables for dividends payable on the ordinary shares in respect of 2009 that have not yet been declared are:
|
Third interim dividend for 2009 |
|
Fourth interim |
|
|
|
|
Announcement |
2 November 2009 |
|
1 March 2010 |
Shares quoted ex-dividend in London, Hong Kong, Paris and Bermuda |
18 November 2009 |
|
17 March 2010 |
American Depositary Shares quoted ex-dividend in New York |
18 November 2009 |
|
17 March 2010 |
Record date in Hong Kong |
19 November 2009 |
|
18 March 2010 |
Record date in London, New York, Paris and Bermuda1 |
20 November 2009 |
|
19 March 2010 |
Payment date |
13 January 2010 |
|
5 May 2010 |
1 Removals to and from the Overseas Branch Register of shareholders in Hong Kong will not be permitted on these dates.
9 Interim Management Statement
An Interim Management Statement is expected to be issued on 9 November 2009.
10 Final results
The results for the year to 31 December 2009 will be announced on Monday 1 March 2010.
11 Corporate governance
HSBC is committed to high standards of corporate governance.
HSBC Holdings has complied throughout the six months to 30 June 2009 with the applicable code provisions of the Combined Code on Corporate Governance issued by the Financial Reporting Council and the Code on Corporate Governance Practices in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
The Board of HSBC Holdings has adopted a code of conduct for transactions in HSBC Group securities by Directors. The code of conduct complies with The Model Code in the Listing Rules of the Financial Services Authority and with The Model Code for Securities Transactions by Directors of Listed Issuers ('Hong Kong Model Code') set out in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, save that The Stock Exchange of Hong Kong Limited has granted certain waivers from strict compliance with the Hong Kong Model Code. The waivers granted by The Stock Exchange of Hong Kong Limited primarily take into account accepted practices in the UK, particularly in respect of employee share plans. Following specific enquiry, each Director has confirmed he or she has complied with the code of conduct for transactions in HSBC Group securities throughout the period.
There have been no material changes to the information disclosed in the Annual Report and Accounts 2008 in respect of the number and remuneration of employees, remuneration policies, bonus and share option plans and training schemes.
The biographies of Directors on pages 193 to 197 include changes during 2009 and the updated information required pursuant to rule 13.51B (1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
12 Telephone and online share dealing service
For shareholders on the Principal Register who are resident in the UK, Channel Islands or Isle of Man with a UK, Channel Islands or Isle of Man postal address, and who hold an HSBC Bank personal current account, the HSBC InvestDirect sharedealing service is available for buying and selling HSBC Holdings ordinary shares. Details are available from: HSBC InvestDirect, Exchange Place, Poseidon Way, Leamington Spa, W arwickshire CV34 6BY, UK, telephone : 08456 080 848, Overseas, telephone: + 44 (0) 1926 834055, Textphone: 18001 08456 88 877, web : www.hsbc.co.uk/shares.
13 Stock codes
HSBC Holdings plc ordinary shares trade under the following stock codes:
London Stock Exchange HSBA
Hong Kong Stock Exchange 5
New York Stock Exchange (ADS) HBC
Euronext Paris HSB
Bermuda Stock Exchange HSBC BH
14 Copies of the Interim Report 2009 and shareholder enquiries and communications
Further copies of the Interim Report 2009 may be obtained from Group Communications, HSBC Holdings plc, 8 Canada Square, London E14 5HQ, United Kingdom; from Group Communications (Asia), The Hongkong and Shanghai Banking Corporation Limited, 1 Queen's Road Central, Hong Kong; from Internal Communications, HSBCߛNorth America, 26525 North Riverwoods Boulevard, Mettawa, Illinois 60045, USA; or from the HSBC website, www.hsbc.com.
Shareholders may at any time choose to receive corporate communications in printed form or to receive a notification of their availability on HSBC's website. To receive future notifications of a corporate communication on HSBC's website by email, or revoke or amend an instruction to receive such notifications by email, go to www.hsbc.com/ecomms. If you provide an e-mail address to receive electronic communications from HSBC you will also receive notifications of your dividend entitlements by email. If you received a notification of the availability of this document on HSBC's website and would like to receive a printed copy of it, or would like to receive future corporate communications in printed form, please write or send an email to the appropriate Registrars at the address given below. Printed copies will be provided without charge.
Any enquiries relating to your shareholding, for example transfers of shares, change of name or address, lost share certificates or dividend cheques, should be sent to the Registrars at the address given below. The Registrars offer an online facility, Investor Centre, which enables shareholders to manage their shareholding electronically.
Principal Register |
Hong Kong Overseas Branch Register |
Bermuda Overseas Branch Register |
|
|
|
Computershare Investor Services PLC The Pavilions Bridgwater Road Bristol BS99 6ZZ United Kingdom Telephone: 44 (0) 870 702 0137 Email via website: www.investorcentre.co.uk/contactus Investor Centre: www.investorcentre.co.uk |
Computershare Hong Kong Hopewell Centre, Rooms 1712-1716, 17th Floor 183 Queen's Road East Hong Kong Telephone: 852 2862 8555 Email: hsbc.ecom@computershare.com.hk Investor Centre: www.computershare.com/hk/investors |
Corporate Shareholder Services The Bank of Bermuda Limited 6 Front Street Hamilton HM 11 Bermuda Telephone: 1 441 299 6737 Email: bob.bda.shareholder.services@ bob.hsbc.com Investor Centre: www.computershare.com/investor/bm |
Any enquiries relating to ADSs should be sent to the Depositary, The Bank of New York Mellon, at:
BNY Mellon Shareowner Services PO Box 358516 Pittsburgh PA 15252-8516 USA |
Telephone (US): 1 877 283 5786 Telephone (international): 1 201 680 6825 Email: shrrelations@bnymellon.com Web: www.bnymellon.com/shareowner |
|
Any enquiries relating to shares held through Euroclear France, the settlement and central depositary system for Euronext Paris, should be sent to the paying agent:
HSBC France
103, avenue des Champs Elysées
75419 Paris Cedex 08
France
Telephone: 33 1 40 70 22 56
A Chinese translation of this and future documents may be obtained on request from the Registrars. Please also contact the Registrars if you have received a Chinese translation of this document and do not wish to receive such translations in the future.
Persons whose shares are held on their behalf by another person may have been nominated to receive communications from HSBC pursuant to section 146 of the UK Companies Act 2006 ('nominated persons'). The main point of contact for nominated persons remains the registered shareholder (for example your stockbroker, investment manager, custodian or other person who manages the investment on your behalf). Any changes or queries relating to nominated persons' personal details and holding (including any administration thereof) must continue to be directed to the registered shareholder and not HSBC's Registrars. The only exception is where HSBC, in exercising one of its powers under the UK Companies Act 2006, writes to nominated persons directly for a response.
中期業績報告及日後的相關文件均備有中譯本,如有需要,請向您的股份登記處索取。香港登記冊的股東請聯絡香港中央證券登記有限公司 (地址:香港灣仔皇后大道東 183 號 合和中心17 樓 1712 - 1716 室)。主要登記冊的股東請聯絡 Computershare Investor Services PLC。百慕達登記冊的股東請聯絡 The Bank of Bermuda Limited。 股東如收到本報告譯本,但不希望再收取此等譯本,請聯絡適當的股份登記處。