ADS RIGHTS AGENT AGREEMENTAds Rights Agent Agreement • March 17th, 2009 • HSBC Holdings PLC • Savings institution, federally chartered
HSBC Holdings plc, a company incorporated under the laws of England and Wales (the “Company”), will grant to existing registered holders (the “ADS Holders”) of American Depositary Shares (“ADSs”) issued under the Amended and Restated Deposit Agreement dated as of March 22, 2001, as amended and restated as of March 27, 2001 and March 28, 2003 the (“Deposit Agreement”), among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and all Holders and Beneficial Owners (as those terms are defined in the Deposit Agreement) from time to time of American Depositary Receipts (“ADRs”) issued thereunder evidencing ADSs that are registered on the books of the Depositary as of March 13, 2009 (the “Record Date”) the right to purchase new ADSs at the U.S. dollar equivalent of £12.70 per new ADS (the “Rights Offer”). Each ADS Holder will receive five ADS rights (each, an “ADS Right”) for every 12 ADSs held on the Record Date, and each ADS Right will entitle the registered holder
