News Release

5 August 2019HSBC HOLDINGS PLC
GROUP CHIEF EXECUTIVE STEPS DOWN
AND APPOINTMENT OF INTERIM GROUP CHIEF EXECUTIVE
HSBC Holdings plc announces that John Flint has today stepped down as Group Chief
Executive and as a Director by mutual agreement with the Board. Although not carrying out
his day-to-day duties after today, he remains available to assist HSBC with the transition.
Mark Tucker, Group Chairman of HSBC, said:“On behalf of the Board, I would like to thank John for his personal commitment, dedicationand the significant contribution that he has made over his long career at the Bank. Today’s
positive interim results particularly reflect John’s achievements as Group Chief Executive.
“HSBC is in a strong position to deliver on its strategy. In the increasingly complex andchallenging global environment in which the Bank operates, the Board believes a change isneeded to meet the challenges that we face and to capture the very significant opportunities
before us.”
John Flint said:“It has been a privilege to spend my entire career with HSBC, rising from International Officer
Trainee to serve as Group Chief Executive. I am grateful to my wonderful colleagues at theBank for their support during my career, and I am proud of what we achieved together.
“I have agreed with the Board that today’s good interim results indicate that this is the righttime for change, both for me and the Bank. After almost 30 years with HSBC, I will be sad toleave but I do so looking forward to a new personal challenge, and confident that our people
will continue to serve the Bank’s stakeholders in the best possible way.”
The Board has initiated a process to find a new Group Chief Executive. The Board will beconsidering internal and external candidates.
During the search period the Board has asked Noel Quinn to assume the role of interimGroup Chief Executive until a successor is appointed and to join the Board as an Executive
Director. The appointment is subject to regulatory approval. Mr Quinn is Chief Executive,
Global Commercial Banking, a position he has held since 2015. He brings a track record ofbusiness success, strong client relationships and deep global expertise from his 32 years
with HSBC.

moreThis news release is issued byHSBC Holdings plc

Registered Office and Group Head Office:8 Canada Square, London E14 5HQ, United Kingdom
Web: www.hsbc.com
Incorporated in England with limited liability. Registered number 617987

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The appendix contains a summary of the terms relating to Mr Flint’s departure from HSBC
and the terms for Mr Quinn. These financial terms are in line with HSBC’s shareholder
approved Remuneration Policy 2019.
For and on behalf of
HSBC Holdings plc
Richard Gray
Group Company Secretary
This announcement includes inside information as defined in Article 7 of the Market AbuseRegulation No. 596/2014.
The person responsible for arranging the release of this announcement on behalf of HSBC
Holdings plc is Richard Gray, Group Company Secretary.

Media enquiries to:
Heidi Ashley

Tel: 020 7992 2045

Gillian James

Tel: 020 7992 0516

Supplementary Information
Mr Flint, aged 51, joined HSBC in 1989 and was appointed to the Board as Group Chief
Executive in 2018.
Save as disclosed above and in the Appendix, there are no other matters concerning theresignation of Mr Flint as Group Chief Executive and as a Director that need to be brought tothe attention of the shareholders of the Company.
Mr Quinn, aged 57, has not held any directorship in any other publicly listed companies,
whether in London, Hong Kong or overseas, during the previous five years and he does nothave any relationship with any directors, senior management, substantial or controllingshareholders of the Company. As at the date of this announcement, Mr Quinn is interested in
767,157 shares of the Company, representing approximately 0.004% of the issued shares ofthe Company, within the meaning of Part XV of the Securities and Futures Ordinance ofHong Kong. Details of the key terms of Mr Quinn’s appointment are contained in theAppendix.
This announcement is made pursuant to LR 9.6.11 of the UK Listing Authority’s Listing Rules(the UK Listing Rules) and Rule 13.51(2) of the Rules Governing the Listing of Securities on
the Stock Exchange (the HK Listing Rules). No disclosure obligations arise under paragraphs(2) to (6) of LR 9.6.13 R of the UK Listing Rules. Details of directorships to be disclosed
under paragraph (1) of LR 9.6.13 R of the UK Listing Rules are included within thebiographical details set out above.
Save as disclosed above and in the Appendix, there are no other matters concerning theappointment of Mr Quinn as Executive Director that need to be brought to the attention of theshareholders of the Company nor is there any other information that is required to bedisclosed pursuant to the requirements of Rule 13.51(2) of the HK Listing Rules.

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Notes to editors:
1. Professional qualifications of Noel Quinn
Institute of Chartered Accountants of England and Wales
2. Career history and other appointments of Noel Quinn
2015 - current
2016 - current
June 2018 - current
January 2019 - current
2011 - 2015
2008 - 2011

Chief Executive, Global Commercial Banking
Group Managing Director
Director of HSBC Bank Canada
Chairman of Serai Limited
Regional Head of Commercial Banking for Asia-Pacific(based in Hong Kong)
Head of Commercial Banking UK

3. The Board of Directors of HSBC Holdings plc as at the date of this announcement
comprises:
Non-executive Chairman:
Mark Tucker
Executive Directors:
Noel Quinn (interim Group Chief Executive)
Ewen Stevenson (Group Chief Financial Officer)
Marc Moses (Group Chief Risk Officer)
Independent non-executive Directors:
Kathleen Casey
Laura Cha
Henri de Castries
Irene LeeJosé MeadeHeidi Miller
David Nish
Jonathan Symonds
Jackson Tai
Pauline van der Meer Mohr
4. The HSBC GroupHSBC Holdings plc, the parent company of the HSBC Group, is headquartered in London.
The Group serves customers worldwide across 65 countries and territories in Europe, Asia,
North and Latin America, and the Middle East and North Africa. With assets of US$2,751bn
at 30 June 2019, HSBC is one of the world's largest banking and financial services
organisations.

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APPENDIXAs Mr Flint has agreed to remain available to HSBC, the date his employment terminates (the“Departure Date”), and whether he will be entitled to any payment in lieu of his 12 monthnotice period (which expires on 4 August 2020), is not yet known. Any payment in lieu of
notice in respect of his base salary and pension allowance will be paid shortly following theDeparture Date. He would also receive his fixed pay allowance in respect of any unserved
notice period.
Mr Flint will be eligible to be considered for an annual incentive award, subject to anassessment of the relevant performance measures and his contribution over the year to theDeparture Date. Any award would be determined on a pro rata basis and will be disclosed in
the appropriate directors’ remuneration report. Mr Flint will not be eligible for an LTI award inrespect of the 2019 performance year.
Mr Flint has been granted Good Leaver status, in accordance with the respective plan rules,
in respect of the deferred awards and the 2018 performance year LTI awards that he holds
that are due to vest after the Departure Date. His Good Leaver status is conditional upon him
not taking up a role with a defined list of competitor financial services firms for two years fromhis Departure Date.
As a Good Leaver his deferred cash and share awards and Group Performance Share Planawards will continue to vest and be released on their scheduled vesting dates, subject to therelevant terms (including post-vesting retention periods, malus and, where applicable,clawback). Any vesting of his 2018 performance year LTI awards will be pro-rated for theperiod up to the Departure Date and will be subject to the relevant terms (including postvesting retention periods, malus and, where applicable, clawback). Any vesting of his 2018
performance year LTI awards will be disclosed, as required, in the appropriate directors’
remuneration report.
In addition to the above, the Company will make a contribution towards Mr Flint’s legal fees
incurred in connection with his departure arrangements and will make outplacement services
available to him. In line with the Directors’ Remuneration Policy, Mr Flint will also be entitled
to receive medical cover, tax and legal advice for a period of up to seven years from theDeparture Date in relation to services provided to the Company. Mr Flint will continue to becovered by the Company’s D&O insurance and will benefit from an indemnity in respect ofthird party liabilities.
Mr Flint will receive no other compensation or payment for the termination of his employment
agreement or his ceasing to be a director of the Company or any other Group company.
The above information is provided in compliance with section 430(2B) of the Companies Act
2006.
Mr Quinn’s remuneration as Executive Director and interim Group Chief Executive of theCompany under his service contract will consist of a base salary of £1,240,000 per annum, afixed pay allowance of £1,700,000 per annum and a pension allowance of £124,000 perannum equal to 10% of his base salary. Mr Quinn’s service contract also provides for a
discretionary variable pay opportunity, which may comprise an annual incentive award and/or
a long-term incentive award (the appropriate combination to be determined by the Company’sremuneration committee by reference to the duration of Mr Quinn’s appointment). Mr Quinn’svariable pay opportunity will be subject to a cap of 200% of total fixed pay (currentlyrepresenting 495% of base salary). Any variable pay awarded to Mr Quinn will be determinedby reference to the performance and profitability of the Company as well as his personal
performance and remuneration benchmarks in the industry.

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