EX-4.4






Exhibit 4.4








	IMPORTANT – THIS DOCUMENT IS OF VALUE, IS NEGOTIABLE AND REQUIRES YOUR IMMEDIATE ATTENTION. HOLDERS
OF EXISTING ORDINARY SHARES SHOULD READ THIS PROVISIONAL ALLOTMENT LETTER IN CONJUNCTION WITH THE
PROSPECTUS RELATING TO THE RIGHTS ISSUE (THE “PROSPECTUS”). THIS DOCUMENT IS NOT FOR PUBLICATION OR
DISTRIBUTION IN CANADA, INDONESIA, JAPAN, MEXICO, THE KINGDOM OF SAUDI ARABIA, SOUTH KOREA,
SWITZERLAND, TURKEY, THE UNITED ARAB EMIRATES OR IN ANY OTHER JURISDICTION WHERE ITS PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL (THE “EXCLUDED TERRITORIES”). THE NIL PAID RIGHTS, THE FULLY PAID
RIGHTS, THE NEW ORDINARY SHARES AND THE PROVISIONAL ALLOTMENT LETTERS HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE RELEVANT LAWS OF ANY EXCLUDED TERRITORY AND MAY NOT BE OFFERED OR SOLD IN THE
EXCLUDED TERRITORIES ABSENT REGISTRATION OR AN APPLICABLE EXEMPTION FROM APPLICABLE REGISTRATION
REQUIREMENTS. IF YOU SELL OR HAVE SOLD OR OTHERWISE TRANSFERRED ALL OF YOUR EXISTING ORDINARY
SHARES (OTHER THAN EX-RIGHTS) BEFORE 20 MARCH 2009 PLEASE FORWARD THIS PROVISIONAL ALLOTMENT LETTER
(HAVING COMPLETED FORM X ON PAGE 2) TOGETHER WITH THE RIGHTS ISSUE GUIDE SENT WITH THIS PROVISIONAL
ALLOTMENT LETTER AS SOON AS POSSIBLE TO THE PURCHASER OR TRANSFEREE OR TO THE STOCKBROKER, BANK OR
OTHER AGENT THROUGH WHOM THE SALE OR TRANSFER WAS EFFECTED FOR ONWARD DELIVERY TO THE PURCHASER OR
TRANSFEREE EXCEPT THAT SUCH DOCUMENTS SHOULD NOT BE FORWARDED IN OR INTO ANY EXCLUDED TERRITORY.
SAVE WHERE THE CONTEXT OTHERWISE REQUIRES, WORDS AND EXPRESSIONS DEFINED IN THE PROSPECTUS SHALL
HAVE THE SAME MEANING IN THIS PROVISIONAL ALLOTMENT LETTER. REFERENCES TO TIMES IN THIS PROVISIONAL
ALLOTMENT LETTER ARE TO UK TIME. IN THE UNITED STATES, THE RIGHTS ISSUE IS BEING MADE PURSUANT TO A
PROSPECTUS CONTAINED IN A REGISTRATION STATEMENT ON FORM F-3 FILED WITH THE US SECURITIES AND
EXCHANGE COMMISSION (“SEC”) UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “US PROSPECTUS”).
THE US PROSPECTUS IS AVAILABLE ON THE SEC WEBSITE, WWW.SEC.GOV. IF YOU ARE IN THE UNITED STATES OR
A US PERSON, YOU SHOULD ACCESS THE US PROSPECTUS.SHAREHOLDER REFERENCE NUMBER:ENTITLEMENT
NO:Provisional Allotment NumberApplications have been made to the UK Listing Authority and to the
London Stock Exchange for the New Ordinary Shares (nil and fully paid) to be admitted to the
Official List and to trading on the London Stock Exchange’s main market for listed securities
respectively, to the Hong Kong Stock Exchange for listing of, and permission to deal in, the New
Ordinary Shares (nil and fully paid) on the Main Board of the Hong Kong Stock Exchange, and to the
New York Stock Exchange, Euronext Paris and the Bermuda Stock Exchange for listing of the New
Ordinary Shares (fully paid). Application has also been made for the ADSs representing New Ordinary
Shares to be listed and traded on the New York Stock Exchange. It is expected that UK Admission
will become effective and that dealings in the New Ordinary Shares, nil paid, will commence on the
London Stock Exchange at 8.00 a.m. on 20 March 2009. If UK Admission has not become effective by
such time (or such later time and date (being not later than 27 March 2009) as certain of the
parties to the Underwriting Agreement may agree), this Provisional Allotment Letter shall cease to
be of any value, the provisional allotment will lapse and any payment received will be returned
without interest. Qualifying Shareholders and any other person contemplating a purchase of Nil Paid
Rights, Fully Paid Rights or New Ordinary Shares should review the section of the Prospectus
entitled “Risk Factors” for a discussion of certain factors that should be considered when deciding
whether to take up their rights under the Rights Issue. Shareholders should read the Prospectus and
the accompanying rights issue guide or the US Prospectus, as applicable, carefully before deciding
whether to take up their Nil Paid Rights. A copy of the Prospectus, which compr
ises a prospectus
relating to the Company and the Rights Issue, prepared in accordance with the Prospectus Rules, is
available on the Company’s website at www.hsbc.com/prospectus and can also be obtained on request
by calling Computershare Investor Services PLC (UK: 0870 702 0137, Overseas: +44 870 702 0137).Box
ABox BBox CRegistered holding of Existing Ordinary Shares at 5.00 p.m. onNumber of New Ordinary
Shares provisionally allotted to youAmount payable on acceptance in full at 254 pence per13March
2009New Ordinary Share by not later than 11.00 a.m. on 3 April 2009HSBC Holdings plc(Incorporated
as a public limited company in England with registered number 617987)5 for 12 Rights Issue of
5,060,239,065 New Ordinary Shares at 254 pence eachPROVISIONAL ALLOTMENT LETTERPAGES 1 AND 2 OF
THIS DOCUMENT MUST BE PRESENTED WHEN PAYMENT IS MADEPLEASE READ THE PROSPECTUS AND THE ACCOMPANYING
RIGHTS ISSUE GUIDE OR THE US PROSPECTUS, AS APPLICABLE, FORINFORMATION ON COMPLETING THIS FORM.YOUR
OPTIONS INCLUDE THE FOLLOWING:1.TAKE UP ALL YOUR RIGHTS2. CASHLESS TAKE UP3. SELL ALL YOUR
RIGHTS**•Make out a cheque payable to “HSBC• Tick this box*:• Tick this box*: Holdings plc Rights
Issue” for the amount• Sign and date below• Sign and date below set out in Box C• Send this
Provisional Allotment Letter to• Send this Provisional Allotment Letter to•Send your cheque and
this ProvisionalComputershare Investor Services PLC in Computershare Investor Services PLC in
Allotment Letter to Computershare Investorthe reply-paid envelope to be received bythe reply-paid
envelope to be received by Services PLC in the reply-paid envelope to3.00 p.m. on 27 March 20093.00
p.m. on 27 March 2009 be received by 11.00 a.m. on 3 April 2009*By ticking this box and signing
below you are agreeing to the terms and conditions of the Computershare Dealing Facility which are
set out in the rights issue guide accompanying this Provisional Allotment Letter or which are
available on request.**You are entitled to sell some or all of your rights outside of the
Computershare Dealing Facility. If you wish either to sell only some of your rights or to sell all
your rights without using the Computershare Dealing Facility, you will need to contact a
stockbroker. In either such case, you should not tick the box in Option 3.*Signature(s) Date If you
do nothing with this Provisional Allotment Letter, all your rights will lapse on 3 April 2009 and
the New Ordinary Shares that your rights entitled you to acquire will be offered for sale and any
premium (being the amount paid by any acquirers after deducting the Issue Price and associated
expenses) will be paid to you by cheque (provided that such premium exceeds £5.00).NOTE: You may
also split or renounce this Provisional Allotment Letter, or deposit your rights into CREST, by
completing Form X (and Form Y or the CREST Deposit Form (as appropriate)) on page 2 (yourself or by
taking this Provisional Allotment Letter to your stockbroker). x ATTACH YOUR CHEQUE HERE. WRITE
YOUR NAME AND SHAREHOLDER REFERENCE NUMBER (SET OUT ABOVE) ON THE BACKOF YOUR CHEQUE.E662





 









 









	Name and address of lodging agent (if this box is not completed by the agent Received the amount
payable on acceptance, as Number of shares: lodging this form with payment, this Provisional
Allotment Letter will be stated in Box C on page 1 returned, if requested, to the person(s) named
on page 1): NAME ADDRESS Computershare Investor Services PLC Provisional Allotment Number: POST
CODE CONSOLIDATED LISTING FORM X FORM OF RENUNCIATION, ACCEPTANCE IN PART, SPLITTING AND DEPOSIT
IN CREST FORM Please read the notes on page 4 before completing this form. To be completed if the
original allottee(s) wish(es): Provisional Number of New (i) to renounce all Fully Paid Rights
comprised herein (the original allottee(s) may do so up to 11.00 a.m. on 3 April 2009); (ii) to
renounce all Nil Paid Rights comprised herein (the original allottee(s) may do so up to 3.00 p.m.
on 1 April 2009); Allotment Ordinary (iii) to sell all Nil Paid Rights other than through the
Computershare Dealing Facility (the original allottee(s) may do so up to 3.00 p.m. on 1 April
2009); Number of Letter Shares (iv) to take up some Nil Paid Rights and not to sell or transfer the
remainder (the original allottee(s) may do so up to 11.00 a.m. on 3 April 2009); (v) to obtain
split Provisional Allotment Letters (the original allottee(s) may do so up to 3.00 p.m. on 1 April
2009); or (vi) (where the original allottee(s) is/are (a) CREST member(s) or CREST sponsored
member(s)) to convert the Nil Paid Rights or Fully Paid Rights represented by this Provisional
Allotment Letter into uncertificated form (that is, to deposit them in CREST). To the directors of
HSBC Holdings plc I/We (being the original allottee(s)) hereby renounce my/our rights to the New
Ordinary Shares comprised in this Provisional Allotment Letter in favour of the person(s) named in
the Registration Application Form (Form Y) or for the purpose of splitting all of my/our Nil Paid
Rights or Fully Paid Rights or to take up some of the Nil Paid Rights and not sell or transfer the
remainder or (being (a) CREST member(s) or CREST sponsored member(s) and seeking to convert the Nil
Paid Rights or Fully Paid Rights represented by this Provisional Allotment Letter into
uncertificated form) request that the Nil Paid Rights or Fully Paid Rights represented by this
Provisional Allotment Letter are converted into uncertificated form in accordance with the
instructions contained in the CREST Deposit Form below. Notes for completion of this form All joint
allottees must sign. Any forms completed under a power of attorney must be accompanied by a
certified copy of the power of attorney. A company must execute under its common seal which should
be affixed in accordance with its articles of association or other regulations. Alternatively, a
company to which section 44 of the Companies Act 2006 applies may execute this Provisional
Allotment Letter by a director and the company secretary, by two directors, or by a director in the
presence of a witness who attests the signature. Before signing, please read note 8 on page 3 of
this Provisional Allotment Letter relating to Restricted Shareholders. If all the New Ordinary
Shares shown in Box B on page 1 of this Provisional Allotment Letter are to be registered in the
name(s) of the person(s) on page 1 of this Provisional Allotment Letter, this Form X should not be
completed. In the case of split letters, this Form X will be endorsed “Original Duly Renounced”.
Dated: Signature(s) of person(s) named on page 1 of this Provisional Allotment Letter If you wish
to split this Provisional Allotment Letter or take up part of your Nil Paid Rights and not sell or
transfer the remainder or sell or transfer part of your Fully Paid Rights, do not complete Form Y
but send a covering letter stating the number of Nil Paid Rights or Fully Paid Rights (as
appropriate) to be comprised in each split Provisional Allotment T
otal number Total number of
Letter or the number of Nil Paid Rights you wish to take up (as appropriate). of Provisional New
Ordinary If you wish to take up your rights and then wish your fully paid Provisional Allotment
Letter to be returned to you, please tick Box 4 below. You only need to have your fully Allotment
Letters Shares paid Provisional Allotment Letter returned to you if you want to deal in your Fully
Paid Rights. Alternatively, if you take up your rights and leave Box 4 blank, the next document you
receive will be a share certificate for the New Ordinary Shares. Box 4 Provisional Allotment
Number of Principal Letter FORM Y REGISTRATION APPLICATION FORM Please read the notes on page 4
before completing this form. In the event of renunciation, this Form Y must be completed by or on
behalf of the person(s) in whose name(s) the New Ordinary Shares are to be registered unless such
person(s) is/are (a) CREST member(s) and wish(es) to hold the New Ordinary Shares in CREST, in
which case the CREST Deposit Form and not this Form Y must be completed. THIS FORM Y SHOULD NOT BE
COMPLETED IN THE NAME(S) OF THE ORIGINAL ALLOTTEE(S). (1) Forename(s) Surname (in full) Mr, Mrs,
Miss or Title (2) Forename(s) Surname (in full) Mr, Mrs, Miss or Title (3) Forename(s) Surname (in
full) Mr, Mrs, Miss or Title (4) Forename(s) Surname (in full) Mr, Mrs, Miss or Title FULL POSTAL
ADDRESS OF FIRST-NAMED OR FULL REGISTRATION DETAILS IF A BODY CORPORATE Name Address Post Code FOR
YOUR NEW ORDINARY SHARES To the directors of HSBC Holdings plc Registration is requested in the
above name(s), on the terms and subject to the conditions in this Provisional Allotment Letter and
those set out in the Prospectus and subject to the Memorandum of Association of the Company and the
Articles, of the New Ordinary Shares specified in Box B on page 1 or comprised in this Provisional
Allotment Letter and in the attached Provisional Allotment Letters (if any) detailed in the
Consolidated Listing Form, which New Ordinary Shares total in number: Insert the total number of
New Ordinary Shares to be registered which must equal the number of New Ordinary Shares specified
in Box B on page 1 or, if the Consolidated Listing Form is used, the total number of New Ordinary
Shares entered on that form. Stamp and/or name and address of agent (if any) lodging this
Provisional Allotment Letter for a share certificate. For use between 8.00 a.m. on 20 March 2009
and 11.00 a.m. on 3 April 2009. Name Address Note: To be completed only if Form Y on this page 2 is
completed and share certificates are to be sent to an address other than to the address inserted in
Form Y. CREST DEPOSIT FORM Before completing this form, please refer to note 6 on page 4 of this
Provisional Allotment Letter and to the notes below. This form should only be completed by either:
(i) the original allottee(s) (where the original allottee(s) is/are (a) CREST member(s)) or CREST
sponsored member(s) if he/she/they wish(es) to convert the Nil Paid Rights or Fully Paid Rights (as
appropriate) represented by this Provisional Allotment Letter into uncertificated form (that is, to
deposit them in CREST); or (ii) a person or persons to whom this Provisional Allotment Letter has
been renounced and who (being (a) CREST member(s)) or CREST sponsored member(s) wish(es) to convert
the Nil Paid Rights or Fully Paid Rights (as appropriate) represented by this Provisional Allotment
Letter into uncertificated form. Form X above must also have been completed. Do not complete Form Y
if you are completing this CREST Deposit Form. Counter Location Stamp (a) SDRN (b) Bar Code or
Reference Full name(s) of the person(s) who wish(es) to convert Nil Paid Rights or Fully Paid
Rights (as appropriate) into uncertificated form or to whom the Nil Paid Rights or Fully Paid
Rights have been renounced. Such person(s) must be (a) CREST member(s). (c) Participant ID (d)
Member Stamp of depositi
ng CREST participant (e) Account ID (d) To the directors of HSBC Holdings
plc I/we (being the person(s) lodging this form) request you to enter in the relevant register of
securities that the Nil Paid Rights or Fully Paid Rights (as appropriate) represented by this
Provisional Allotment Letter are held in uncertificated form by the CREST member(s) specified above
to whom such rights have been renounced or as a result of conversion of Nil Paid Rights or Fully
Paid Rights (as appropriate) from certificated form into uncertificated form. Notes for completion
of this form (a) The Counter Location Stamp identifies the CCSS Counter where this Provisional
Allotment Letter has been processed and is applied by the Counter. (b) The Stock Deposit Reference
Number (SDRN) should be written or bar-coded in this space. (c) No address is required, as the
CREST member will be identifiable by its Participant ID. (d) Insert the Participant ID of the CREST
member to whom this Provisional Allotment Letter has been renounced and the Member Account ID under
which the Nil Paid Rights or Fully Paid Rights will be held in CREST. (e) This should contain the
Broker ID of the depositing CREST participant. The depositing CREST participant by delivering this
Provisional Allotment Letter to Euroclear UK authorises Euroclear UK to deliver this Provisional
Allotment Letter to the Company and agrees to be deemed for all purposes to be the person(s)
actually so delivering this Provisional Allotment Letter. Euroclear UK is delivering this
Provisional Allotment Letter at the direction and on behalf of the depositing CREST participant
whose stamp appears herein and does not in any manner or to any extent warrant or represent the
validity, genuineness or correctness of the instructions contained herein or the genuineness of the
signature(s) of the transferor(s) or the original allottee(s). Terms defined in the CREST Manual
shall, unless the context otherwise requires, have the same meaning when used in this Provisional
Allotment Letter.





 









 









	PROVISIONAL ALLOTMENT LETTER
Dear Shareholder
1. PROVISIONAL ALLOTMENT
In accordance with the terms and conditions of this Provisional Allotment Letter and those set out
in the Prospectus and subject to the Memorandum of Association of the Company and the Articles, you
have been provisionally allotted the number of New Ordinary Shares set out in Box B on page 1 of
this Provisional Allotment Letter. New Ordinary Shares have been provisionally allotted to all
Qualifying Shareholders on the basis of 5 New Ordinary Shares for every 12 Existing Ordinary Shares
registered in their name at 5.00 p.m. on 13 March 2009. Each New Ordinary Share will, when
allotted, issued and fully paid, rank pari passu in all respects with each Existing Ordinary Share
including the right to receive all dividends or other distributions made after the date of
allotment and issue of the New Ordinary Shares, other than the fourth interim dividend in respect
of the financial year ended 31 December 2008 of US$0.10 per Ordinary Share for which the record
date is 20 March 2009. Fractions of New Ordinary Shares have not been provisionally allotted and
fractional entitlements have been rounded down to the nearest whole number of New Ordinary Shares.
You have the right to acquire the New Ordinary Shares provisionally allotted to you at a price of
254 pence per New Ordinary Share payable in full on acceptance, in the manner set out in note 2
below, by not later than 11.00 a.m. on 3 April 2009, being the latest time and date for acceptance
and payment in full. You may, subject to note 8 below, accept all or any number of the New Ordinary
Shares offered to you hereunder or dispose of your right to all or any of them. If you wish to
accept only part of your provisional allotment and to transfer the remainder or you wish to
transfer all of your rights to New Ordinary Shares but not all to the same person, you should first
apply to split your Provisional Allotment Letter in accordance with the instructions in note 4 on
page 4 of this Provisional Allotment Letter. You should then deliver the Provisional Allotment
Letter for the rights you wish to accept in accordance with the instructions below. If you wish to
take up some of your Nil Paid Rights, but not sell or transfer the remainder, see the instructions
in note 4 on page 4 of this Provisional Allotment Letter. The Rights Issue is conditional upon,
amongst other things, UK Admission becoming effective by not later than 8.00 a.m. on 20 March 2009
(or such later time and date (being not later than 27 March 2009) as certain of the parties to the
Underwriting Agreement may agree). If these conditions are not fulfilled, the Rights Issue will not
proceed and your provisional allotment will lapse.
2. ACCEPTANCE AND PAYMENT
If you wish to accept all of the New Ordinary Shares provisionally allotted to you, this
Provisional Allotment Letter, together with a cheque or banker’s draft in pounds sterling for the
full amount payable on acceptance of all of the New Ordinary Shares provisionally allotted to you
(shown in Box C on page 1 of this Provisional Allotment Letter), must be delivered by post to
Corporate Actions 3, Computershare Investor Services, Project 1, Bridgwater Road, Bristol, BS99 6AR
(from within the UK) or to Computershare Investor Services PLC, Corporate Actions Overseas, The
Pavilions, Bridgwater Road, Bristol, BS99 6BF, United Kingdom (from outside the UK) or by hand
(during normal business hours only) to Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol, BS13 8AE, in each case so as to arrive as soon as possible and in any
event so as to be received by not later than 11.00 a.m. on 3 April 2009. If you post your
Provisional Allotment Letter within the United Kingdom by first class post, it is recommended that
you allow at least four working days for delivery. A reply-paid envelope is enclosed for the
purpose of delivering this Provisio
nal Allotment Letter by post. Such remittance, when received
together with this Provisional Allotment Letter, will constitute acceptance of this provisional
allotment in accordance with the terms and conditions in this Provisional Allotment Letter and
those set out in the Prospectus and subject to the Memorandum of Association of the Company and the
Articles. If requested by indicating in Box 4 on page 2 of this Provisional Allotment Letter, this
Provisional Allotment Letter, duly receipted, will subsequently be returned to the first-named
registered holder or, if the lodging agent’s box at the top of page 2 is completed, to that person
at the address stated in that box. Persons making payment agree that the Trustees will hold moneys
received on trust as provided in paragraph 11 of Part VIII of the Prospectus.
If you are the person(s) named on page 1 of this Provisional Allotment Letter and you wish to take
up all of your entitlements to acquire New Ordinary Shares comprised in this Provisional Allotment
Letter, you need not complete any of the forms on page 2 of this Provisional Allotment Letter.
Save as stated in the Prospectus, if this Provisional Allotment Letter accompanied by payment in
full for any New Ordinary Shares provisionally allotted has not been received by 11.00 a.m. on 3
April 2009 in accordance with the procedure laid down for acceptance and payment in this
Provisional Allotment Letter and the Prospectus, then this provisional allotment will (unless the
Company and the Joint Global Coordinators have exercised their discretion to treat as valid an
acceptance as set out in paragraph 3(b)(v) of Part VIII of the Prospectus) be deemed to have been
declined and will lapse. The Joint Global Coordinators will use reasonable endeavours to procure,
by not later than 4.30 p.m. on 8 April 2009, acquirers for all (or as many as possible) of those
New Ordinary Shares not taken up if a premium over the aggregate of the Issue Price (in pounds
sterling) and the expenses of procuring such acquirers (including any applicable brokerage,
transaction levies, trading fees, commissions, currency conversion costs and amounts in respect of
value added tax which are not recoverable) can be obtained. Notwithstanding this, the Joint Global
Coordinators may cease to endeavour to procure any such acquirers if, in the opinion of the Joint
Global Coordinators, it is unlikely that any such acquirers can be so procured at such a price and
by such time. If and to the extent that acquirers cannot be procured on the basis outlined above,
those New Ordinary Shares will be acquired by the Underwriters as principals pursuant to the
Underwriting Agreement or by sub-underwriters procured by the Underwriters, in each case, at the
Issue Price (in pounds sterling). Any premium over the aggregate of the Issue Price (in pounds
sterling) and the expenses of procuring acquirers (including any applicable brokerage, transaction
levies, trading fees, commissions, currency conversion costs and amounts in respect of value added
tax which are not recoverable) shall be paid (subject as provided in Part VIII of the Prospectus):
(i) where the Nil Paid Rights were, at the time they lapsed, represented by a Provisional Allotment
Letter, to the person whose name and address appeared on page 1 of the Provisional Allotment
Letter; (ii) where the Nil Paid Rights were, at the time they lapsed, in uncertificated form, to
the person registered as the holder of those Nil Paid Rights at the time of their disablement in
CREST; and (iii) where an entitlement to New Ordinary Shares was not taken up by a Qualifying
Shareholder with an address in any Excluded Territory, to that Shareholder. New Ordinary Shares for
which acquirers are procured on this basis will be re-allotted to such acquirers and the aggregate
of any premiums (being the amount paid by such acquirers after deducting the Issue Price (in pounds
sterling) and the expenses of procuring such acquirers including any applica
ble brokerage,
transaction levies, trading fees, commissions, currency conversion costs and amounts in respect of
value added tax which are not recoverable), if any, will be paid (without interest) to those
persons entitled (as referred to above) pro rata to the relevant lapsed provisional allotments,
save that amounts of less than £5.00 per holding will not be so paid but will be aggregated and
retained for the benefit of the Company. Any transactions undertaken pursuant to this note 2 shall
be deemed to have been undertaken at the request of the persons entitled to the lapsed provisional
allotments and none of the Company, the Banks or any other person procuring acquirers shall be
responsible for any loss or damage (whether actual or alleged) arising from the terms or timing of
any such acquisition, any decision not to endeavour to procure acquirers or the failure to procure
acquirers on the basis described above. Cheques for the amounts due in pounds sterling will be sent
by post, at the risk of the person(s) entitled, to their registered addresses (or in the case of
joint holders, the registered address of the first-named), provided that where any entitlement
concerned was held in CREST, the amount due will, unless the Company (in its absolute discretion)
otherwise determines, be satisfied by the Company procuring the creation of an assured payment
obligation in favour of the relevant CREST member’s (or CREST sponsored member’s) RTGS settlement
bank in respect of the cash amount concerned in accordance with the RTGS payment mechanism.
All payments made by Qualifying Non-CREST Shareholders must be made in pounds sterling by cheque or
banker’s draft made payable to “HSBC Holdings plc Rights Issue” and crossed “Account Payee Only”.
You should write your name and Shareholder Reference Number (set out at the top of page 1) on the
back of your cheque or banker’s draft before attaching it to your completed Provisional Allotment
Letter. Post-dated and third party cheques (with the exception of building society cheques or
banker’s drafts where the building society or bank has confirmed the name of the account holder by
stamping or endorsing the cheque or draft to such effect) will not be accepted. The account name
should be the same as that shown on the application. Cheques or banker’s drafts must be drawn on an
account at a branch (which must be in the United Kingdom, the Channel Islands or the Isle of Man)
of a bank or building society which is either a settlement member of the Cheque and Credit Clearing
Company Limited or the CHAPS Clearing Company Limited or which has arranged for its cheques and
banker’s drafts to be cleared through facilities provided by either of these companies. Such
cheques and banker’s drafts must bear the appropriate sorting code in the top right-hand corner.
All documents including Provisional Allotment Letters and cheques posted to, by or from Qualifying
Shareholders and/or their transferees or renouncees (or their agents, as appropriate) will be
posted at their own risk. Payments via CHAPS, BACS or electronic transfer will not be accepted. You
should not send cash. The Company reserves the right to instruct Computershare Investor Services
PLC to seek special clearance of cheques or banker’s drafts to allow the Company to obtain value
for remittances at the earliest opportunity. Cheques and banker’s drafts will be presented for
payment on receipt. No interest will accrue on payments made before they are due. It is a term of
the Rights Issue that cheques and banker’s drafts shall be honoured on first presentation, and the
Company and the Joint Global Coordinators may elect to treat as invalid any acceptances in respect
of which cheques and banker’s drafts are not so honoured. If New Ordinary Shares have already been
allotted to Qualifying Non-CREST Shareholders prior to any payment not being so honoured or such
Qualifying Non-CREST Shareholders’ acceptances being treated as invalid, the Joint Global
Coordinators may, in their absolute discretion as to mann
er, timing and terms, make arrangements
for the sale of such shares on behalf of those Qualifying Non-CREST Shareholders and hold the
proceeds of sale (net of the Company’s reasonable estimate of any loss that they have suffered as a
result of the acceptance being treated as invalid and of the expenses of sale including, without
limitation, any stamp duty or SDRT payable on the transfer of such shares, and of all amounts
payable by such Qualifying Non-CREST Shareholders pursuant to the provisions of Part VIII of the
Prospectus in respect of the acquisition of such shares) on behalf of such Qualifying Non-CREST
Shareholders. None of the Company, the Banks or any other person shall be responsible for, or have
any liability for, any loss, expenses or damage suffered by Qualifying Non-CREST Shareholders as a
result.
It is a term of the Rights Issue that, to ensure compliance with the Money Laundering Regulations,
Computershare Investor Services PLC may require, at its absolute discretion, verification of the
identity of the person by whom or on whose behalf a Provisional Allotment Letter is lodged with
payment. The person lodging a Provisional Allotment Letter with payment (the “applicant”),
including any person who appears to Computershare Investor Services PLC to be acting on behalf of
some other person, shall thereby be deemed to agree to provide Computershare Investor Services PLC
and/or the Company with such information and other evidence as they or either of them may require
to satisfy the verification of identity requirements. Submission of a Provisional Allotment Letter
will constitute a warranty that the Money Laundering Regulations will not be breached by the
acceptance of the remittance and an undertaking by the applicant to
provide promptly to Computershare Investor Services PLC and/or the Company such information as may
be specified by Computershare Investor Services PLC and/or the Company as being required for the
purpose of the Money Laundering Regulations.
If Computershare Investor Services PLC determines that the verification of identity requirements
apply to any applicant or application, the relevant New Ordinary Shares (notwithstanding any other
term of the Rights Issue) will not be issued to the relevant applicant unless and until the
verification of identity requirements have been satisfied in respect of that applicant or
application. Computershare Investor Services PLC is entitled, in its absolute discretion, to
determine whether the verification of identity requirements apply to any applicant or application
and whether such requirements have been satisfied, and none of Computershare Investor Services PLC,
the Company or the Banks will be liable to any person for any loss or damage suffered or incurred
(or alleged), directly or indirectly, as a result of the exercise of such discretion. If the
verification of identity requirements apply, failure to provide the necessary evidence of identity
within a reasonable time may result in delays and potential rejection of an application. If, within
a reasonable period of time following a request for verification of identity, Computershare
Investor Services PLC has not received evidence satisfactory to it as aforesaid, the Company may,
in its absolute discretion and without prejudice to the right of the Company to take proceedings to
recover any loss suffered by it as a result of any failure to provide such evidence, treat the
relevant application as invalid, in which event the application moneys will be returned (at the
applicant’s risk) without interest to the account of the bank or building society on which the
relevant cheque or banker’s draft was drawn.
3. WITHDRAWAL RIGHTS
Persons wishing to exercise statutory withdrawal rights after the issue by the Company of a
supplementary prospectus must do so by sending a written notice of withdrawal, which must include
the full name and address of the person wishing to exercise such right of withdrawal and, if such
person is a CREST member, the Participant ID and the M
ember Account ID of such CREST member, to
Computershare Investor Services PLC no later than two UK business days after the date on which the
supplementary prospectus is published. Notice of withdrawal can also be faxed to Computershare
Investor Services PLC on 0870 703 6113 (from within the UK) or +44 870 703 6113 (from outside the
UK). Notice of withdrawal given by any other means or which is deposited with or received by
Computershare Investor Services PLC after expiry of such period will not constitute a valid
withdrawal. Furthermore, the exercise of withdrawal rights will not be permitted after payment by
the relevant person in respect of their New Ordinary Shares in full and the allotment of the New
Ordinary Shares to such person becoming unconditional. In such circumstances, You are advised to
consult your professional advisers. Provisional allotments of entitlements to New Ordinary Shares
which are the subject of a valid withdrawal notice will be deemed to be declined. Such entitlements
to New Ordinary Shares will be subject to the provisions of paragraph 7(a) of Part VIII of the
Prospectus as if the entitlement had not been validly taken up. For further details, you should
contact Computershare Investor Services PLC on 0870 702 0137 (from within the UK) or +44 870 702
0137 (from outside the UK).
4. RENUNCIATION, SPLITTING AND CONSOLIDATION OF PROVISIONAL ALLOTMENT LETTERS AND REGISTRATION
AND DEPOSIT OF RIGHTS INTO CREST
Instructions as to renunciation, splitting and consolidation and registration and deposit of Nil
Paid Rights and Fully Paid Rights (as applicable) into CREST are set out in notes 3, 4, 5 and 6 on
page 4 of this Provisional Allotment Letter and should be read carefully. The instructions are to
be regarded as part of this Provisional Allotment Letter.
5. SHARE CERTIFICATES
Share certificates for the New Ordinary Shares are expected to be despatched by 14 April 2009 to
relevant Qualifying Shareholders (or their renouncees) who validly take up their rights at their
own risk.
6. TRANSFERS
In respect of all transfers of New Ordinary Shares fully paid after 11.00 a.m. on 3 April 2009, and
pending despatch of definitive share certificates, instruments of transfer will be certified by
Computershare Investor Services PLC against the UK register of members and lodgement of fully paid
Provisional Allotment Letters and/or in the case of renounced Provisional Allotment Letters,
against the registration receipt, Form Y bearing the stamp of Computershare Investor Services PLC.
7. STAMP DUTY AND STAMP DUTY RESERVE TAX
Please refer to paragraph 10 of Part XVI of the Prospectus. If you are in any doubt as to your
liability to stamp duty or stamp duty reserve tax, you should contact your professional adviser
without delay.
8. RESTRICTED SHAREHOLDERS
The attention of Restricted Shareholders is drawn to paragraph 8 of Part VIII of the Prospectus.
The offer of Nil Paid Rights, Fully Paid Rights and/or New Ordinary Shares to persons located or
resident in, or who are citizens of, or who have a registered address in countries other than the
United Kingdom, Hong Kong, Bermuda and the United States may be affected by the law or regulatory
requirements of the relevant jurisdiction. Any person who is in doubt about their position should
consult an appropriate professional adviser without delay.
Any person accepting and/or renouncing a Provisional Allotment Letter or requesting registration of
the New Ordinary Shares comprised therein represents and warrants to the Company and the Banks in
the terms set out in paragraph 9 of Part VIII of the Prospectus.
This document does not constitute or form part of any offer or invitation to sell or issue, or any
solicitation of any offer to acquire, Nil Paid Rights, Fully Paid Rights or New Ordinary Shares or
to take up any entitlements to New Ordinary Shares in any jurisdiction in which such an offer or
solicitation is unlawful. No person receiving a copy of this Provisional Allotment Letter
in any
territory other than the United Kingdom, Hong Kong, Bermuda and the United States may treat the
same as constituting an invitation or offer to him, nor should he in any event use this Provisional
Allotment Letter or deal with the Nil Paid Rights or Fully Paid Rights unless, in the relevant
territory, such an invitation or offer could lawfully be made to him or this Provisional Allotment
Letter could lawfully be dealt with without contravention of any registration or other legal
requirements. In such circumstances, this Provisional Allotment Letter is to be treated as sent for
information only and should not be copied or redistributed.
By Order of the
Board R G Barber
Group Company Secretary
HSBC Holdings plc
19 March 2009













 









	RENUNCIATION, SPLITTING, CONSOLIDATION AND REGISTRATION AND DEPOSIT OF RIGHTS IN CREST 1. CASHLESS
TAKE UP The Company’s UK registrar, Computershare Investor Services PLC, has agreed to provide a
Cashless Take Up facility for Qualifying Non-CREST Shareholders. This Cashless Take Up facility
allows you to elect for Computershare Investor Services PLC (or its nominated broker) to sell on
your behalf sufficient of your Nil Paid Rights so that the remainder of your Nil Paid Rights can be
taken up using the proceeds of the sale. You may instruct Computershare Investor Services PLC to
arrange this Cashless Take Up of your Nil Paid Rights by ticking the box under Option 2 on page 1
of this Provisional Allotment Letter, signing and dating page 1 of this Provisional Allotment
Letter and returning the Provisional Allotment Letter by post to Corporate Actions 3, Computershare
Investor Services, Project 1, Bridgwater Road, Bristol, BS99 6AR (from within the UK) or to
Computershare Investor Services PLC, Corporate Actions Overseas, The Pavilions, Bridgwater Road,
Bristol, BS99 6BF, United Kingdom (from outside the UK) or by hand (during normal business hours
only) to Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, in
each case so as to be received as soon as possible and in any event by 3.00 p.m. on 27 March 2009.
A reply-paid envelope is provided for the purpose of delivering this Provisional Allotment Letter
by post. Computershare Investor Services PLC will charge a fee of £5.00 for providing this facility
which will be deducted from the proceeds of the sale. Please refer to the accompanying rights issue
guide for the terms and conditions and further details of the Cashless Take Up facility. Copies of
these terms and conditions are also available on request. 2. SELL ALL OF YOUR RIGHTS Computershare
Investor Services PLC has also agreed to provide a dealing facility for Qualifying Non-CREST
Shareholders who wish to sell all of their Nil Paid Rights. This dealing facility allows you to
elect for Computershare Investor Services PLC (or its nominated broker) to sell on your behalf all
of your Nil Paid Rights. You may instruct Computershare Investor Services PLC to sell your Nil Paid
Rights through this facility by ticking the box under Option 3 on page 1 of this Provisional
Allotment Letter, signing and dating page 1 of this Provisional Allotment Letter and returning this
Provisional Allotment Letter by post to Corporate Actions 3, Computershare Investor Services,
Project 1, Bridgwater Road, Bristol, BS99 6AR (from within the UK) or to Computershare Investor
Services PLC, Corporate Actions Overseas, The Pavilions, Bridgwater Road, Bristol, BS99 6BF, United
Kingdom (from outside the UK) or by hand (during normal business hours only) to Computershare
Investor Services PLC, The Pavilions, Bridgwater Road, Bristol, BS13 8AE, in each case so as to be
received as soon as possible and in any event by 3.00 p.m. on 27 March 2009. A reply-paid envelope
is provided for the purpose of delivering this Provisional Allotment Letter by post. Computershare
Investor Services PLC will charge a fee of £5.00 for providing this facility which will be deducted
from the proceeds of the sale. Please refer to the accompanying rights issue guide for the terms
and conditions and further details of the Computershare Dealing Facility. Copies of these terms and
conditions are also available on request. 3. RENUNCIATION This Provisional Allotment Letter may
(save as required by the laws of certain overseas jurisdictions) be renounced in whole, by
completing and signing Form X on page 2 of this Provisional Allotment Letter (if it is not already
marked “Original Duly Renounced”) and passing this entire Provisional Allotment Letter to your
stockbroker or bank or other appropriate financial
adviser or to the person to whom you wish to transfer your rights (provided that such transferees
do not have an address i
n an Excluded Territory). Once a Provisional Allotment Letter has been
renounced, it will become a negotiable instrument in bearer form and the Nil Paid Rights or Fully
Paid Rights (as appropriate) comprised in the Provisional Allotment Letter may be transferred by
delivery of the Provisional Allotment Letter to the transferee. The latest time and date for
registration of renunciation of Provisional Allotment Letters, fully paid, is 11.00 a.m. on 3 April
2009. If this Provisional Allotment Letter has been renounced before the payment due at 11.00 a.m.
on 3 April 2009 has been made, you must lodge this entire Provisional Allotment Letter, accompanied
by the appropriate remittance, together with Form Y duly completed by or on behalf of the person(s)
in whose favour this provisional allotment is renounced, by post or by hand (during normal business
hours only) to Computershare Investor Services PLC at the relevant address stated in note 2 on page
3 of this Provisional Allotment Letter so as to be received by not later than 11.00 a.m. on 3 April
2009. Registration of renunciation cannot be effected unless and until payment of the amount as set
out in note 2 on page 3 of this Provisional Allotment Letter has been made in full. Alternatively,
if the rights are to be deposited into CREST, in addition to Form X, the CREST Deposit Form should
be completed and delivered to the CREST Courier and Sorting Service (“CCSS”) in accordance with the
instructions in note 6 below. If you wish to renounce in respect of some of the New Ordinary Shares
set out in Box B on page 1 of this Provisional Allotment Letter, you should first apply for split
Provisional Allotment Letters in accordance with the instructions in note 4 below. The latest time
and date for lodging the Provisional Allotment Letter to renounce your Nil Paid Rights is 3.00 p.m.
on 1 April 2009. The Company and the Joint Global Coordinators reserve the right to refuse to
register any renunciation in favour of any person in respect of which the Company or the Joint
Global Coordinators believe such renunciation may violate applicable legal or regulatory
requirements including (without limitation) any renunciation in the name of any person with an
address outside the United Kingdom, Hong Kong, Bermuda and the United States. 4. SPLITTING AND
ACCEPTANCE IN PART If you wish to have only some of the New Ordinary Shares registered in your
name(s) and to transfer your entitlement in respect of the remainder, or you wish to transfer all
of the Nil Paid Rights or (if appropriate) Fully Paid Rights but to different persons, then this
Provisional Allotment Letter must be split. To split this Provisional Allotment Letter in respect
of Nil Paid Rights, you must complete and sign Form X on page 2 and deliver this Provisional
Allotment Letter by post or by hand (during normal business hours only) to Computershare Investor
Services PLC at the relevant address stated in note 2 on page 3 of this Provisional Allotment
Letter so as to be received by not later than 3.00 p.m. on 1 April 2009. This Provisional Allotment
Letter will then be cancelled and exchanged for split Provisional Allotment Letters. The number of
split Provisional Allotment Letters required and the number of Nil Paid Rights or (as appropriate)
Fully Paid Rights to be comprised in each split Provisional Allotment Letter should be stated in an
accompanying letter and the aggregate of the Nil Paid Rights or (if appropriate) Fully Paid Rights
stated in the letter must be equal to the number of New Ordinary Shares provisionally allotted to
you as stated in Box B on page 1 of this Provisional Allotment Letter. Form X on page 2 of each
split Provisional Allotment Letter will be marked “Original Duly Renounced” before issue. On
receipt of the split Provisional Allotment Letters you should, if relevant, deal with those
relating to Nil Paid Rights to be taken up by you in accordance with the procedure for “Acceptance
and Payment” set out in note 2 on page 3 of this Pr
ovisional Allotment Letter and deliver the
other(s) to the renouncee(s) or to the stockbroker, bank or other agent through whom the sale or
transfer was effected for delivery to the renouncee. The renouncee receiving the Provisional
Allotment Letter in relation to rights not taken up should follow the procedure set out in note 3
above. If you wish to take up some of the Nil Paid Rights but not sell or transfer the remainder,
this Provisional Allotment Letter should not be split. You should complete and sign Form X on page
2 of this Provisional Allotment Letter and deliver this Provisional Allotment Letter by post or by
hand (during normal business hours only) to Computershare Investor Services PLC at the relevant
address stated in note 2 on page 3 of this Provisional Allotment Letter, together with a covering
letter confirming the number of Nil Paid Rights you wish to take up and a cheque or banker’s draft
(made payable to “HSBC Holdings plc Rights Issue” and crossed “Account Payee Only”), in each case
in pounds sterling for the appropriate amount (which shall reflect the number of Nil Paid Rights
you wish to take up) and with your name and Shareholder Reference Number (set out at the top of
page 1 of this Provisional Allotment Letter) written on the back of the cheque or banker’s draft.
In this case, this Provisional Allotment Letter and the cheque or banker’s draft must be received
by Computershare Investor Services PLC by 11.00 a.m. on 3 April 2009. A reply-paid envelope is
enclosed for this purpose. Persons making payment agree that the Trustees will hold moneys received
on trust as provided in paragraph 11 of Part VIII of the Prospectus. 5. CONSOLIDATION The New
Ordinary Shares comprised in several Provisional Allotment Letters (duly renounced where
applicable) may be registered in the name of one holder (or joint holders) if Form Y on page 2 of
this Provisional Allotment Letter is completed on one Provisional Allotment Letter (the “Principal
Letter”) and all the Provisional Allotment Letters are delivered together in one batch. Details of
each Provisional Allotment Letter (including the Principal Letter) should be listed in the
Consolidated Listing Form adjacent to Forms X and Y on page 2 of this Provisional Allotment Letter
and the Provisional Allotment Number of the Principal Letter should be entered in the space
provided in each of the other Provisional Allotment Letters. 6. DEPOSIT OF NIL PAID RIGHTS OR FULLY
PAID RIGHTS INTO CREST (i) Nil Paid Rights or Fully Paid Rights represented by this Provisional
Allotment Letter may be converted into uncertificated form, that is, deposited into CREST (whether
such conversion arises as a result of a renunciation of those rights or otherwise). Subject as
provided in paragraph (ii) below, normal CREST procedures and timings apply in relation to any such
conversion. You are recommended to refer to the CREST Manual for details of such procedures. (ii)
The procedure for depositing the Nil Paid Rights or Fully Paid Rights represented by this
Provisional Allotment Letter into CREST, whether such rights are to be converted into
uncertificated form in the name(s) of the person(s) whose name(s) and address(es) appear(s) on page
1 of this Provisional Allotment Letter, or in the name(s) of a person or persons to whom this
Provisional Allotment Letter has been renounced, is as follows: Form X and the CREST Deposit Form
(both on page 2 of this Provisional Allotment Letter) will need to be completed and this
Provisional Allotment Letter deposited with the CCSS. In addition, the normal CREST Stock Deposit
procedures will need to be carried out, except that (a) it will not be necessary to complete and
lodge a separate CREST Transfer Form (prescribed under the Stock Transfer Act 1963) with the CCSS;
and (b) only the whole of the Nil Paid Rights or Fully Paid Rights represented by this Provisional
Allotment Letter may be deposited into CREST. If you wish to deposit only some of the Nil Paid
Rights or Ful
ly Paid Rights represented by this Provisional Allotment Letter into CREST, you must
first apply for split Provisional Allotment Letters in accordance with the instructions in note 4
above, bearing in mind the latest time and date for depositing the Nil Paid Rights or Fully Paid
Rights represented by this Provisional Allotment Letter into CREST. If the rights represented by
more than one Provisional Allotment Letter are to be deposited, the CREST Deposit Form on each
Provisional Allotment Letter must be completed and deposited. The Consolidated Listing Form on page
2 of this Provisional Allotment Letter must not be used. (iii) A holder of Nil Paid Rights (or, if
appropriate, Fully Paid Rights) represented by this Provisional Allotment Letter who is proposing
to convert those rights into uncertificated form (whether following a renunciation of such rights
or otherwise) is recommended to ensure that the conversion procedures are implemented in sufficient
time to enable the person holding or acquiring the Nil Paid Rights (or, if appropriate, Fully Paid
Rights) in CREST following the conversion to take all necessary steps in connection with taking up
the entitlement prior to 11.00 a.m. on 3 April 2009. In particular, having regard to processing
times in CREST and on the part of Computershare Investor Services PLC, the latest recommended time
for depositing a renounced Provisional Allotment Letter (with Form X and the CREST Deposit Form on
this Provisional Allotment Letter (both on page 2 of this Provisional Allotment Letter) duly
completed) with the CCSS (in order to enable the person holding or acquiring (as appropriate) the
Nil Paid Rights (or, if appropriate, Fully Paid Rights) in CREST as a result of the conversion to
take all necessary steps in connection with taking up the entitlement prior to 11.00 a.m. on 3
April 2009) is 3.00 p.m. on 30 March 2009. Despite any other provision of this Provisional
Allotment Letter, the Company reserves the right to allot and/or issue any Nil Paid Rights, Fully
Paid Rights or New Ordinary Shares in certificated form.
(iii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no
liability for any instruction that does not comply with these conditions. If you are in any doubt
as to the action you should take, you are recommended to seek your own financial advice from your
stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial
adviser duly authorised under the Financial Services and Markets Act 2000 if you are resident in
the United Kingdom or, if you are not, from another appropriately authorised independent financial
adviser. Computershare Investor Services PLC, Registered in England No. 188534. Registered Office:
The Pavilions, Bridgwater Road, Bristol, BS13 8AE. Authorised and regulated by the Financial
Services Authority, 25 The North Colonnade, Canary Wharf, London E14 5HS, a member of the London
Stock Exchange and an HM Revenue & Customs Approved ISA Manager.B U06361