PDMR - Award and vesting announcement - 3 March 2015 HSBC HOLDINGS PLC 3 March 2015 Notification of Transactions by Persons Discharging Managerial Responsibilities ("PDMRs") and Connected Persons

This announcement is made in accordance with DTR 3.1.2 R and 3.1.4 R(1)(a).
Awards of US$0.50 ordinary shares (the "Shares") in HSBC Holdings plc (the "Company") have been made to the Executive Directors in accordance with the remuneration policy approved by shareholders on 23 May 2014.
The awards were made in London and are based upon the closing Share price on the London Stock
Exchange on 27 February of £5.773.

Group Performance Share Plan award

On 2 March, awards were made under the Group Performance Share Plan ("GPSP Award") as part of variable pay for the performance year ended 31 December 2014. The GPSP Awards will vest after five years. Upon vesting, the Shares must be retained while the individual is employed by HSBC. The GPSP Awards were determined by assessing performance against financial and non-financial metrics, as detailed in the Directors' remuneration report in the 2014 annual report and accounts.

Directors

Name

Shares awarded

Stuart Gulliver

365,864

Iain Mackay

195,969

Marc Moses

195,969

Other PDMRs

Name

Shares awarded

Ann Almeida

21,423

Samir Assaf

40,511

Peter Boyles

19,646

Simon Cooper

21,559

John Flint

25,511

Pam Kaur

14,087

Alan Keir

16,303

Stuart Levey

27,196

Antonio Losada*

14,866

Peter Wong

35,236

*It is anticipated that this award will be settled in cash.

Annual Incentive awards

On 2 March, awards of (i) deferred and (ii) non-deferred Shares in the Company were made under the HSBC Share Plan 2011. These awards relate to the performance year ended 31 December 2014 and comprise part of the Group's Annual Incentive award arrangements. The awards were determined by assessing performance against financial and non-financial metrics, as detailed in the Directors' remuneration report in the 2014 annual report and accounts. Under the Annual Incentive awards, the net Shares vested are required to be retained for six months.

(i) Deferred award

The award will vest in three tranches in March 2016, 2017 and 2018.

Directors

Name

Shares awarded

Stuart Gulliver

67,016

Iain Mackay

45,037

Marc Moses

53,698

Other PDMRs

Name

Shares awarded

Ann Almeida

57,842

Samir Assaf

109,382

Peter Boyles

53,045

Simon Cooper

58,210

John Flint

68,881

Pam Kaur

38,037

Alan Keir

44,019

Stuart Levey

73,430

Antonio Losada**

40,138

Peter Wong

95,137

(ii) Non-deferred award

Directors

Name

Shares awarded

Shares sold in respect of Income

Tax and National Insurance liabilities at £5.8059 per Share

Net Shares vested

Stuart Gulliver

44,677

20,999

23,678

Iain Mackay

30,024

14,112

15,912

Marc Moses

35,798

16,826

18,972

Other PDMRs

Name

Shares awarded

Shares sold in respect of Income

Tax and National Insurance liabilities at £5.8059 per Share

Net Shares vested

Ann Almeida

38,561

18,124

20,437

Samir Assaf

72,921

34,273

38,648

Peter Boyles

35,363

15,914

19,449

Simon Cooper

38,806

17,463

21,343

John Flint

45,921

20,665

25,256

Pam Kaur

25,358

11,919

13,439

Alan Keir

29,346

13,793

15,553

Stuart Levey

48,953

23,008

25,945

Antonio Losada**

26,759

0

0

Peter Wong

63,425

9,514

53,911

**It is anticipated that this award will be settled in cash at the end of the six month retention period.
For any queries related to this notification please contact: Nickesha Graham-Burrell, Senior Assistant
Company Secretary on +44 (0)20 7992 3633.

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