Obligation HSBC Holdings plc 0% ( JP582666AJ90 ) en JPY

HSBC Holdings plc

100 % ⇌

Royaume-Uni

JP582666AJ90 ( en JPY )

14/09/2024

Prospectus brochure de l'obligation HSBC Holdings plc JP582666AJ90 en JPY 0%, échéance 14/09/2024

100 000 000 JPY

79 300 000 000 JPY

L'Obligation émise par HSBC Holdings plc ( Royaume-Uni ) , en JPY, avec le code ISIN JP582666AJ90, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 14/09/2024

LISTING PARTICULARS DATED 28 NOVEMBER 2018

HSBC HOLDINGS PLC
(a company incorporated with limited liability in England with registered number 617987)
as Issuer
¥79,300,000,000 0.575% Senior Unsecured Fixed Rate Bonds due 2024
¥13,100,000,000 0.797% Senior Unsecured Fixed Rate Bonds due 2026
¥67,600,000,000 0.924% Senior Unsecured Fixed Rate Bonds due 2028
On 14 September 2018, HSBC Holdings plc (the "Issuer") issued ¥79,300,000,000 0.575% Senior
Unsecured Fixed Rate Bonds due 2024 (the "Bonds (Fourth Series 2018)"), ¥13,100,000,000 0.797%
Senior Unsecured Fixed Rate Bonds due 2026 (the "Bonds (Fifth Series 2018)") and ¥67,600,000,000
0.924% Senior Unsecured Fixed Rate Bonds due 2028 (the "Bonds (Sixth Series 2018)") (and together,
the Bonds (Fourth Series 2018), the Bonds (Fifth Series 2018) and the Bonds (Sixth Series 2018), the
"Bonds"), which are described in this document. This document (and all documents incorporated by
reference herein) (together, the "Listing Particulars") has been prepared for the purpose of providing
disclosure information with regard to the Bonds to be admitted to the Official List of the Irish Stock
Exchange plc, trading as Euronext Dublin ("Euronext Dublin") and trading on its Global Exchange
Market. Euronext Dublin's Global Exchange Market is not a regulated market for the purposes of the
Markets in Financial Instruments Directive (2014/65/EU, as amended) ("MiFID"). These Listing
Particulars constitute listing particulars for the purposes of listing on Euronext Dublin's Official List
and trading on its Global Exchange Market. Application has been made for these Listing Particulars to
be approved by Euronext Dublin and the Bonds to be admitted to Euronext Dublin's Official List and to
trading on its Global Exchange Market. Investors should note that securities to be admitted to Euronext
Dublin's Official List and trading on its Global Exchange Market will, because of their nature,
normally be bought and traded by a limited number of investors who are particularly knowledgeable
in investment matters.
These Listing Particulars do not constitute (i) a prospectus for the purposes of Part VI of the
Financial Services and Markets Act 2000 (as amended) or (ii) a base prospectus for the purposes of
Directive 2003/71/EC (as amended) (the "Prospectus Directive"). These Listing Particulars have
been prepared solely with regard to the Bonds which are (i) not to be admitted to listing or trading
on any regulated market for the purposes of MiFID and (ii) not to be offered to the public in a
Member State (other than pursuant to one or more of the exemptions set out in Article 3.2 of the
Prospectus Directive). These Listing Particulars have not been approved or reviewed by any
regulator which is a competent authority under the Prospectus Directive.
The Bonds are issued in the denomination of ¥100,000,000 each.
AN INVESTMENT IN THE BONDS INVOLVES CERTAIN RISKS. SEE PAGE 6 FOR RISK
FACTORS.
The Bonds were each assigned a credit rating of A2 by Moody's Investors Service Ltd. and A by S&P
Global Ratings, acting through S&P Global Ratings Europe Limited.
The Bonds have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements
of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under
the Securities Act.
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IMPORTANT NOTICES
The Issuer accepts responsibility for the information contained in this document. To the best of the
knowledge of the Issuer, which has taken all reasonable care to ensure that such is the case, the information
contained in this document is in accordance with the facts and does not omit anything likely to affect the
import of such information.
The managers named under "Subscription and Sale" below (the "Managers") have not separately verified
the information contained herein. Accordingly, no representation, warranty or undertaking, express or
implied, is made and no responsibility is accepted by the Managers as to the accuracy or completeness of
these Listing Particulars or any document incorporated by reference herein or any further information
supplied in connection with any Bonds. The Managers accept no liability in relation to these Listing
Particulars or their distribution or with regard to any other information supplied by or on behalf of the
Issuer.
No person has been authorised to give any information or to make any representation not contained in or
not consistent with these Listing Particulars and, if given or made, such information or representation must
not be relied upon as having been authorised by the Issuer or any of the Managers.
These Listing Particulars should not be considered as a recommendation by the Issuer or any of the
Managers that any recipient of these Listing Particulars should purchase any of the Bonds. Each investor
contemplating purchasing the Bonds should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. No part of these Listing
Particulars constitutes an offer or invitation by or on behalf of the Issuer or the Managers or any of them
to any person to subscribe for or to purchase any of the Bonds.
Neither the delivery of these Listing Particulars nor the offering, sale or delivery of any Bonds shall, in any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the
date hereof, or that the information contained in these Listing Particulars is correct at any time subsequent
to the date hereof or that any other written information delivered in connection herewith or therewith is
correct as of any time subsequent to the date indicated in such document. The Managers expressly do not
undertake to review the financial condition or affairs of the Issuer or its subsidiary undertakings during
the life of the Bonds.
The distribution of these Listing Particulars and the offer or sale of the Bonds may be restricted by law in
certain jurisdictions. Persons into whose possession these Listing Particulars or any Bonds come must
inform themselves about, and observe, any such restrictions. For a description of certain restrictions on
offers, sales and deliveries of Bonds and on the distribution of these Listing Particulars, see "Subscription
and Sale" below.
All references in these Listing Particulars to "$", "dollars", "U.S.$", "USD" and "U.S. Dollars" are to the
lawful currency of the United States of America and all references to "yen", "JPY" or "¥" are to the lawful
currency for the time being of Japan.
*****
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CONTENTS

Page
OVERVIEW ................................................................................................................................................. 1
RISK FACTORS .......................................................................................................................................... 6
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 13
TERMS AND CONDITIONS OF THE BONDS (FOURTH SERIES 2018) ............................................ 14
TERMS AND CONDITIONS OF THE BONDS (FIFTH SERIES 2018) ................................................. 31
TERMS AND CONDITIONS OF THE BONDS (SIXTH SERIES 2018) ................................................ 48
DESCRIPTION OF THE ISSUER............................................................................................................. 63
DIRECTORS OF THE ISSUER ................................................................................................................ 64
UNITED KINGDOM TAXATION ........................................................................................................... 67
CERTAIN OTHER TAXATION MATTERS ........................................................................................... 69
SUBSCRIPTION AND SALE ................................................................................................................... 70
GENERAL INFORMATION .................................................................................................................... 71
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OVERVIEW
This overview must be read as an introduction to these Listing Particulars and any decision to invest in the
Bonds should be based on a consideration of these Listing Particulars as a whole, including the documents
incorporated by reference.
This overview refers to certain provisions of the Conditions and is qualified by the more detailed
information contained elsewhere in these Listing Particulars.
Words and expressions defined in the "Terms and Conditions of the Bonds (Fourth Series 2018)", "Terms
and Conditions of the Bonds (Fifth Series 2018)", "Terms and Conditions of the Bonds (Sixth Series 2018)"
below or elsewhere in these Listing Particulars have the same meanings in this overview.
The Issuer:
HSBC Holdings plc
Lead Managers:
HSBC Securities (Japan) Limited, Tokyo Branch
Daiwa Securities Co. Ltd.
Mizuho Securities Co., Ltd.
SMBC Nikko Securities Inc.

Managers:
Mitsubishi UFJ Morgan Stanley Securities Co., Ltd.
Nomura Securities Co., Ltd.

Fiscal Agent:
Mizuho Bank, Ltd.
The Bonds:
¥79,300,000,000 0.575% Senior Unsecured Fixed Rate Bonds due
2024
¥13,100,000,000 0.797% Senior Unsecured Fixed Rate Bonds due
2026
¥67,600,000,000 0.924% Senior Unsecured Fixed Rate Bonds due
2028
Issue Price:
100 per cent.
Issue Date:
14 September 2018
Interest:
The Bonds (Fourth Series 2018) bear fixed rate interest at the rate
of 0.575 per cent. per annum of their principal amount for the
period from, and including, 15 September 2018 to, and including,
13 September 2023, payable semi-annually in arrear on 13 March
and 13 September of each year in respect of the half year period to
and including each such interest payment date.
The Bonds (Fourth Series 2018) bear floating rate interest for the
period from and including 14 September 2023 to and including the
Floating Rate Interest Payment Date (as defined below) falling in
September 2024, payable semi-annually in arrear on 13 March
2024 and 13 September 2024 (each such date, subject to
adjustment for business days, being a "Floating Rate Interest
Payment Date" and the period from and including 14 September
2023 and ending on and including the first Floating Rate Interest
Payment Date and each successive period beginning on but
excluding a Floating Rate Interest Payment Date and ending on
and including the next succeeding Floating Rate Interest Payment
Date being a "Floating Rate Interest Period"). The floating rate
of interest applicable to the Bonds (Fourth Series 2018) in relation
to each Floating Rate Interest Period shall be a rate equal to the
sum of 0.40 per cent. per annum and the offered rate for 6-month
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Japanese yen deposits in the London interbank market which
appears on the Reuters Page LIBOR01 as of 11.00 a.m. (London
time) on the second London Business Day before the first day of
such Floating Rate Interest Period; provided, however, that such
rate of interest shall not be less than 0 per cent.

The Bonds (Fifth Series 2018) bear fixed rate interest at the rate of
0.797 per cent. per annum of their principal amount for the period
from and including 15 September 2018 to and including
14 September 2025, payable semi-annually in arrear on 14 March
and 14 September of each year in respect of the half year period to
and including each such interest payment date.
The Bonds (Fifth Series 2018) bear floating rate interest for the
period from and including 15 September 2025 to and including the
Floating Rate Interest Payment Date (as defined below) falling in
September 2026, payable semi-annually in arrear on 14 March
2026 and 14 September 2026 (each such date, subject to
adjustment for business days, being a "Floating Rate Interest
Payment Date" and the period from and including 15 September
2025 and ending on and including the first Floating Rate Interest
Payment Date and each successive period beginning on but
excluding a Floating Rate Interest Payment Date and ending on
and including the next succeeding Floating Rate Interest Payment
Date being a "Floating Rate Interest Period"). The floating rate
of interest applicable to the Bonds (Fifth Series 2018) in relation
to each Floating Rate Interest Period shall be a rate equal to the
sum of 0.55 per cent. per annum and the offered rate for 6-month
Japanese yen deposits in the London interbank market which
appears on the Reuters Page LIBOR01 as of 11.00 a.m. (London
time) on the second London Business Day before the first day of
such Floating Rate Interest Period; provided, however, that such
rate of interest shall not be less than 0 per cent.

The Bonds (Sixth Series 2018) bear interest from, and including,
15 September 2018, payable semi-annually in arrear on 14 March
and 14 September of each year in respect of the half year period to
and including each such interest payment date.
From and including 15 September 2018 to and including
14 September 2027, the Bonds (Sixth Series 2018) bear interest at
the rate of 0.924 per cent. per annum of their principal amount.
From and including 15 September 2027 to and including
14 September 2028, the Bonds (Sixth Series 2018) bar interest at
a rate equal to the sum of the applicable JPY 1-year Swap Offered
Rate as of the day which is two Business Days prior to 14
September 2027 and 0.60 per cent per annum; provided, however,
that such rate of interest shall not be less than 0 per cent.
Initial Interest Payment Date:
13 March 2019 (Fourth Series 2018); 14 March 2019 (Fifth Series
2018 and Sixth Series 2018).
Prescription:
The period of extinctive prescription shall be 10 years for the
principal of the Bonds and 5 years for the interest on the Bonds.
Status:
The Bonds constitute direct and unsecured obligations of the
Issuer, and rank and will rank pari passu without any preference
among themselves and pari passu with all other unsubordinated
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and unsecured obligations of the Issuer, present and future, other
than any such obligations preferred by law.
UK Bail-in Power
By its acquisition of the Bonds, each holder of Bonds (a
Acknowledgement:
"Bondholder") acknowledges, accepts, consents and agrees,
agrees to be bound by: (a) the exercise of any UK Bail-in Power
(as defined below) by the Relevant UK Resolution Authority (as
defined below) that may result in (i) the reduction of all, or a
portion, of the Amounts Due (as defined below); (ii) the
conversion of all, or a portion, of the Amounts Due into the Issuer's
or another person's ordinary shares, other securities or other
obligations (and the issue to, or conferral on, the Bondholder of
such ordinary shares, other securities or other obligations),
including by means of an amendment, modification or variation of
the terms of the Bonds; (iii) the cancellation of the Bonds; and/or
(iv) the amendment or alteration of the date for redemption of the
Bonds or amendment of the amount of interest payable on the
Bonds, or the Interest Payment Dates, including by suspending
payment for a temporary period; and (b) the variation of the terms
of the Bonds, if necessary, to give effect to the exercise of any UK
Bail-in Power by the Relevant UK Resolution Authority.
For these purposes:
"UK Bail-in Power" means any write-down, conversion, transfer,
modification or suspension power existing from time to time
under, and exercised in compliance with, any laws, regulations,
rules or requirements in effect in the United Kingdom, relating to
the transposition of the BRRD or otherwise relating to the
resolution of unsound or failing banks, investment firms or other
financial institutions or their affiliates (otherwise than through
liquidation, administration or other insolvency proceedings),
including but not limited to the Banking Act and the instruments,
rules and standards created thereunder, pursuant to which (i) any
obligation of a Regulated Entity (or other affiliate of such
Regulated Entity) can be reduced, cancelled, modified or
converted into shares, other securities or other obligations of such
Regulated Entity or any other person (or suspended for a
temporary period); and (ii) any right in a contract governing an
obligation of a Regulated Entity may be deemed to have been
exercised.
"Relevant UK Resolution Authority" means any authority with
the ability to exercise a UK Bail-in Power.

The exercise of the UK Bail-in Power by the Relevant UK
Resolution Authority with respect to the Bonds shall not constitute
an Event of Default.
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Form and Denomination:
The Bonds are issued in the denomination of ¥100,000,000 each.
The Book-Entry Transfer Law (as defined in the Conditions) shall
apply to the Bonds and the transfer of the Bonds and other matters
relating to the Bonds shall be dealt with in accordance with the
Book-Entry Transfer Law and the Business Regulations (as
defined in the Conditions). Bond Certificates shall not be issued,
except in limited cases set forth in the Book-Entry Transfer Law.
Final Redemption:
Bonds (Fourth Series 2018): 13 September 2024 (subject to
adjustment for non-business days) at 100 per cent. of their
principal amount.
Bonds (Fifth Series 2018): 14 September 2026 (subject to
adjustment for non-business days) at 100 per cent. of their
principal amount.
Bonds (Sixth Series 2018): 14 September 2028 at 100 per cent. of
their principal amount.
Redemption for Tax Reasons:
The Bonds may be redeemed at the option of the Issuer in whole,
but not in part, at any time, if:

(a)
on the occasion of the next payment due under the Bonds,

(i)
the Issuer has or will become obliged to pay
Additional Amounts as provided in Condition 6
(in the Conditions of the Bonds for each Series);
or

(ii)
interest payments under or with respect to the
Bonds are no longer fully deductible for United
Kingdom corporation tax purposes; or

as a result of any change in, or amendment to, the laws or
regulations of the United Kingdom (or any authority or
political subdivision therein or thereof having power to
tax) or any change in the official application or
interpretation of such laws or regulations, which change
or amendment becomes effective on or after 14 September
2018; and

(b)
in the case of (i) above, such obligation cannot be avoided
by the Issuer taking reasonable measures available to it,

as described in the Conditions of the Bonds for each Series.
Events of Default:
The Bonds contain certain events of default provisions, as further
described in the Conditions of the Bonds of the relevant Series;
however, there are no provisions for cross default.
Taxation:
All payments of principal and interest in respect of the Bonds by
the Issuer will be made free and clear of, and without withholding
of or deduction for or on account of any taxes, duties, assessments
or governmental charges of whatever nature, present or future, as
are imposed or levied by or on behalf of the United Kingdom (or
any authority or political subdivision therein or thereof having
power to tax), unless such withholding or deduction is required by
law.
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In such event, the Issuer shall pay such additional amounts (the
"Additional Amounts") as may be necessary in order that the net
amounts receivable by the Bondholders or, as the case may be, the
pledgees in respect of the Bonds after such withholding or
deduction shall equal the respective amounts of principal and
interest which would have been receivable in respect of the Bonds
in the absence of such withholding or deduction, subject to certain
exceptions as described in the Conditions of the Bonds for each
Series.
Governing Law:
The Bonds are governed by, and shall be construed in accordance
with, the laws of Japan.
Listing and Trading:
Application has been made for these Listing Particulars to be
approved by Euronext Dublin and the Bonds to be admitted to
Euronext Dublin's Official List and to trading on its Global
Exchange Market.
Clearing Systems:
Japan Securities Depository Center, Incorporated ("JASDEC" and
"Book-Entry Transfer Institution") will act as book-entry
transfer institution (furikae kikan) of the Bonds under the Book-
Entry Transfer Law.
Selling Restrictions:
See "Subscription and Sale".
Risk Factors:
Investing in the Bonds involves risks. See "Risk Factors".
ISIN:
Bonds (Fourth Series 2018): JP582666AJ90

Bonds (Fifth Series 2018): JP582666BJ99

Bonds (Sixth Series 2018): JP582666CJ98

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RISK FACTORS
Any investment in the Bonds is subject to a number of risks. Prior to investing in the Bonds, prospective
investors should carefully consider risk factors associated with any investment in the Bonds, the business
of the Issuer and the industry in which it operates together with the Annual Report and Accounts of the
Issuer and its subsidiary undertakings for the year ended 31 December 2017 and all other information
contained in these Listing Particulars, including, in particular, the risk factors described below and the
risk factors set out in the registration document, incorporated by reference (the "Registration Document").
The Issuer considers such risk factors to be the principal risk factors that may affect the Issuer's ability to
fulfil its obligations under the Bonds and/or risk factors that are material for the purposes of assessing the
market risk associated with the Bonds. Words and expressions defined in the Conditions or elsewhere in
these Listing Particulars have the same meanings in this section.
The following is not an exhaustive list or explanation of all risks which investors may face when making an
investment in the Bonds and should be used as guidance only. Additional risks and uncertainties relating
to the Issuer or the Bonds that are not currently known to the Issuer, or that the Issuer currently deems
immaterial, may individually or cumulatively also have a material adverse effect on the business, prospects,
results of operations and/or financial position of the Issuer and its subsidiaries, the value of the Bonds and,
if any such risk should occur, the price of the Bonds may decline and investors could lose all or part of
their investment. Investors should consider carefully whether an investment in the Bonds is suitable for
them in light of the information in these Listing Particulars and their personal circumstances.
Terms and expressions in these risk factors shall, unless otherwise defined or unless the context otherwise
requires, have the same meaning and be construed in accordance with Conditions of the Bonds.
Risks relating to the Issuer
The section entitled "Risk Factors" on pages 98 to 106 of the Annual Report of the Issuer for the year ended
31 December 2017 on Form 20-F dated 20 February 2018 filed with the U.S. Securities and Exchange
Commission ("SEC") (as set out at: http://www.hsbc.com/-/media/hsbc-com/investorrelationsassets/hsbc-
results/2017/annual-results/hsbc-usa-inc/180220-form-20-f.pdf) (the "Form 20-F"), as incorporated by
reference herein, sets out a description of the risk factors that may affect the ability of the Issuer to fulfil its
obligations to investors in relation to the Bonds.
Risks relating to the Bonds
The Bonds are the subject of the UK Bail-in Power, which may result in the Bonds being written down
to zero or converted into other securities, including unlisted equity securities.
On 1 January 2015, the UK Banking Act 2009, as amended (the "Banking Act"), and other primary and
secondary legislative instruments were amended to give effect to the BRRD in the UK. The stated aim of
the BRRD is to provide supervisory authorities, including the Relevant UK Resolution Authority, with
common tools and powers to address banking crises pre-emptively in order to safeguard financial stability
and minimize taxpayers' contributions to bank bail-outs and/or exposure to losses.
As the parent company of a UK bank, the Issuer is subject to the Banking Act, which gives wide powers in
respect of UK banks and their parent and other group companies to Her Majesty's Treasury ("HM
Treasury"), the Bank of England (the "BoE"), the PRA and the Financial Conduct Authority in
circumstances where a UK bank has encountered or is likely to encounter financial difficulties.
As a result, the Bonds are subject to existing UK Bail-in Power under the Banking Act and may be subject
to future UK Bail-in Power under existing or future legislative and regulatory proposals, including measures
implementing the BRRD. In particular, the Banking Act was amended to implement a "bail-in" tool, which
may be exercised by the BoE (as a Relevant UK Resolution Authority) and forms part of the UK Bail-in
Power.
Where the conditions for resolution exist, the BoE may use the bail-in tool (individually or in combination
with other resolution tools) to cancel all or a portion of the principal amount of, or interest on, certain
unsecured liabilities of a failing financial institution and/or convert certain debt claims into another security,
including ordinary shares of the surviving entity. In addition, the BoE may use the bail-in tool to, among
other things, replace or substitute the issuer as obligor in respect of debt instruments, modify the terms of
debt instruments (including altering the maturity (if any) and/or the amount of interest payable and/or
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imposing a temporary suspension on payments) and discontinue the listing and admission to trading of
financial instruments. The BoE must apply the bail-in tool in accordance with a specified preference order.
In particular, the Banking Act requires resolution authorities to write-down or convert debts in the following
order: (i) additional Tier 1 instruments, (ii) Tier 2 instruments, (iii) other subordinated claims that do not
qualify as additional Tier 1 or Tier 2 instruments and (iv) eligible senior claims. Although the bail-in tool
has a safeguard designed to leave no creditor worse off than in the case of insolvency, due to the discretion
afforded to the BoE, the claims of some creditors whose claims would rank equally with the Bondholders'
may be excluded from being subject to the bail-in tool. The greater number of such excluded creditors
there are, the greater the potential impact of the bail-in tool on other creditors who have not been excluded
(which may include the Bondholders).
As a result, the Bonds, which are subject to the bail-in tool, will be written down or converted to common
equity if the reduction of additional Tier 1 instruments, Tier 2 instruments and subordinated claims that do
not qualify as an additional Tier 1 or Tier 2 instrument, does not sufficiently reduce the aggregate amount
of liabilities that must be written down or converted to prevent the HSBC Group's failure.
Moreover, to the extent the UK Bail-in Power is exercised pursuant to the Banking Act or otherwise, any
securities issued upon conversion of the Bonds may not meet the listing requirements of any securities
exchange, and the Issuer's outstanding listed securities may be delisted from the securities exchanges on
which they are listed. Any securities the Bondholders receive upon conversion of their Bonds (whether
debt or equity) may not be listed for at least an extended period of time, if at all, or may be on the verge of
being delisted by the relevant exchange, including, for example, the Issuer's American depositary receipts
listed on the New York Stock Exchange or the Issuer's ordinary shares listed on the London Stock Exchange
or otherwise. Additionally, there may be limited, if any, disclosure with respect to the business, operations
or financial statements of the issuer of any securities issued upon conversion of the Bonds, or the disclosure
with respect to any existing issuer may not be current to reflect changes in the business, operations or
financial statements as a result of the exercise of the UK Bail-in Power.
Moreover, the exercise of the UK Bail-in Power and/or other actions implementing the UK Bail-in Power
may require interests in the Bonds to be held or taken, as the case may be, through clearing systems,
intermediaries or persons other than the Book-Entry Transfer Institution. As a result, there may not be an
active market for any securities the Bondholders may hold after the exercise of the UK Bail-in Power.
The Bondholders should consider the risk that they may lose all of the investment, including the principal
amount plus any accrued interest, if the UK Bail-in Power is acted upon or that any remaining outstanding
Bonds or securities into which the Bonds are converted, including the Issuer's ordinary shares, may be of
little value at the time of threat of bail-in and, as a result, the Bonds are not necessarily expected to follow
the trading behaviour associated with other types of securities.
Specifically, by its acquisition of the Bonds, each Bondholder (which, for these purposes, includes each
beneficial owner of the Bonds) will acknowledge, accept, consent and agree, notwithstanding any other
term of the Bonds or any other agreements, arrangements or understandings between the Issuer and any
Bondholder, to be bound by (a) the effect of the exercise of any UK Bail-in Power by the Relevant UK
Resolution Authority; and (b) the variation of the Conditions of Bonds, if necessary, to give effect to the
exercise of any UK Bail-in Power by the Relevant UK Resolution Authority. No repayment or payment of
Amounts Due will become due and payable or be paid after the exercise of any UK Bail-in Power by the
Relevant UK Resolution Authority if and to the extent such amounts have been reduced, converted,
cancelled, amended or altered as a result of such exercise. Moreover, each Bondholder (which, for these
purposes, includes each beneficial owner of the Bonds) will consent to the exercise of the UK Bail-in Power
as it may be imposed without any prior notice by the Relevant UK Resolution Authority of its decision to
exercise such power with respect to the Bonds.
Bondholders' rights may be limited in respect of the exercise of the UK Bail-in Power by the Relevant
UK Resolution Authority.
There may be limited protections, if any, that will be available to the Bondholders subject to the UK Bail-
in Power and to the broader resolution powers of the Relevant UK Resolution Authority. For example,
although under the Banking Act the BoE's resolution instrument with respect to the exercise of the bail-
in tool must set out the provisions allowing for the Bonds to be transferred, cancelled or modified (or any
combination of these), the resolution instrument may make any other provision that the BoE considers to
be appropriate in exercising its specific powers. Such other provisions are expected to be specific and
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Document Outline

#2">IMPORTANT NOTICES
#4">OVERVIEW
#9">RISK FACTORS
#9">Risks relating to the Issuer
#9">Risks relating to the Bonds
#9">The Bonds are the subject of the UK Bail-in Power, which may result in the Bonds being written down to zero or converted into other securities, including unlisted equity securities.
#10">Bondholders' rights may be limited in respect of the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority.
#11">Other powers contemplated by the Banking Act may affect the rights of Bondholders under, and the value of their investment in, the Bonds.
#11">The records, etc. under the Book-Entry Transfer System.
#11">The circumstances under which the Relevant UK Resolution Authority would exercise its UK Bail-in Power or other resolution tools under the Banking Act or future legislative or regulatory proposals are uncertain, which may affect the value of the Bonds.
#12">Other changes in law may adversely affect the rights of a Bondholder.
#12">Bonds subject to optional redemption by the Issuer.
#12">The Issuer may issue securities pari passu with the Bonds and/or secured debt.
#13">The Issuer's holding company structure may mean that its rights to participate in assets of any of the Issuer's subsidiaries upon its liquidation may be subject to prior claims of some of its creditors, including when the Issuer has loaned or otherwi...
#14">Under the Conditions of Bonds, the Bondholders will be bound by the variation of the events of default and enforcement in certain circumstances, which will result in a further limitation of remedies for the Bondholders.
#14">Uncertainty relating to the London interbank offered rate ("LIBOR") calculation process may adversely affect the value of the Bonds.
#15">The Bonds are not bank deposits.
#15">Resettable Bonds.
#16">DOCUMENTS INCORPORATED BY REFERENCE
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#17">TERMS AND CONDITIONS OF THE BONDS (FOURTH SERIES 2018)
#17">These Conditions of Bonds shall apply to the issue of HSBC HOLDINGS PLC JAPANESE YEN CALLABLE BONDS … FOURTH SERIES (2018) (the "Bonds") pursuant to lawful authorisation by HSBC Holdings plc (the "Issuer").
- #17">1. Aggregate Principal Amount, Date of Issuance, Denomination and Form
- #17">2. Status of the Bonds
- #17">3. Appointment of Fiscal Agent, Issuing Agent and Paying Agent and Non-appointment of Commissioned Company for Bondholders
- #18">4. Book-Entry Transfer Institution
- #18">5. Interest
  - #18">(a) The Bonds shall bear floating rate interest, in respect of the period from and including September 14, 2023 to and including the Floating Rate Interest Payment Date (as defined below) falling in September 2024, at the rate determined in accordance...
    - #19">(i) "Tokyo Business Day" means a day on which banks are open for business (including dealings in foreign exchange and foreign currency deposits) in Tokyo; and
    - #19">(ii) "Floating Rate Interest Period" means the period beginning on and including September 14, 2023 and ending on and including the first Floating Rate Interest Payment Date and each successive period beginning on but excluding a Floating Rate Interes...
  - #19">(b) The Bonds shall bear floating rate interest, in respect of each Floating Rate Interest Period, on the principal amount thereof at the rate per annum (the "Floating Rate of Interest") from time to time determined as follows; provided that such Floa...
    - #19">(i) At or prior to 10:00 a.m. (Tokyo time) on the Tokyo Business Day immediately following the Interest Rate Quotation Date (as defined below) (an "Interest Rate Determination Date"), the Issuer will ascertain in respect of the relevant Floating Rate ...
    - #19">(ii) If the above offered rate does not appear on the Reuters Page LIBOR01, or if such page is unavailable, in either case, as of 11:00 a.m. (London time) on any Interest Rate Quotation Date, the Issuer will request on the Interest Rate Determination ...
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    - #20">(c) The Issuer shall, at approximately 10:00 a.m. (Tokyo time) on each Interest Rate Determination Date, calculate the amount of interest per currency unit for the relevant Floating Rate Interest Period (the "Interest Amount Per Currency Unit") with r...
    - #20">(d) As soon as practicable after the determination of the Floating Rate of Interest for any Floating Rate Interest Period, but no later than 5 Tokyo Business Days following the commencement of any Floating Rate Interest Period, the Issuer shall notify...
    - #21">(e) If, after giving notice of any Floating Rate of Interest, the relevant Interest Amount Per Currency Unit and Floating Rate Interest Payment Date pursuant to sub-paragraph (d) above, the relevant Floating Rate Interest Period is lengthened or short...
    - #21">(f) Any Floating Rate of Interest, Interest Amount Per Currency Unit or Floating Rate Interest Payment Date determined in accordance with the provisions of this Condition 5(2) shall (in the absence of manifest error) be final and binding upon all part...
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- #23">6. Redemption and Purchase
  - #23">(a) on the next succeeding Interest Payment Date the Issuer would be obliged to pay any Additional Amounts (as defined in Condition 8(1)) pursuant to Condition 8; or
  - #23">(b) if the Issuer were to seek to redeem the Bonds (for which purpose no regard shall be had as to whether or not the Issuer would otherwise be entitled to redeem the Bonds), the Issuer would (notwithstanding its having made such reasonable endeavours...
  - #23">(c) on the next succeeding Interest Payment Date, interest payments (or funding costs of the Issuer as recognised in its accounts) under or with respect to the Bonds are no longer fully deductible for United Kingdom corporation tax purposes,
- #26">7. Payment
- #26">8. Taxation
- #27">9. Events of Default and Enforcement
  - #27">(a) if default is made in the payment of any amount of interest in respect of the Bonds on the due date for payment thereof and such default continues for 14 days, any Bondholder may, in order to enforce payment, at its discretion and without further ...
  - #27">(b) any Bondholder may at its discretion and without further notice institute such proceedings against the Issuer as it may think fit and may, subject as hereinafter provided, institute proceedings for the winding up of the Issuer in England and/or pr...
- #28">10. Bondholders' Meetings
  - #29">(a) giving a grace of payment, an exemption from liabilities resulting from a default, or settlement, to be effected with respect to all the Bonds (other than the matters referred to in (b) below);
  - #29">(b) any acts of litigation to be made with respect to all the Bonds, or all acts pertaining to the bankruptcy, corporate reorganisation or similar proceedings of the Issuer;
  - #29">(c) the election or dismissal of representative(s) of the Bondholders who may be appointed and authorised by resolution of a Bondholders' meeting to make decisions on matters to be resolved at a Bondholders' meeting (provided each of such representati...
  - #29">(d) any other matters where the Extraordinary Resolution is required under the provisions of these Conditions of Bonds.
- #30">11. Merger, Consolidation, Etc.
  - #30">(a) the corporation formed by such consolidation or amalgamation or into which the Issuer is merged or to which conveyance, transfer or lease of the properties and assets of the Issuer, substantially as an entirety, is made (i) shall expressly assume,...
  - #30">(b) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Issuer, as a result of such transaction as having been incurred by the Issuer at the time of such transaction, no Event of Default,...
  - #30">(c) the Issuer and the successor corporation have delivered to the Fiscal Agent a certificate signed by a duly authorised signatory of the Issuer stating, and a written opinion of independent legal advisers of recognised standing confirming, that such...
- #30">12. Registration Book
- #30">13. Prescription
- #31">14. Public Notices
- #31">15. Currency Indemnity
- #31">16. Agreement with Respect to the Exercise of the UK Bail-in Power
  - #31">(a) the effect of the exercise of any UK Bail-in Power (as defined below) by the Relevant UK Resolution Authority that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts ...
  - #31">(b) the variation of these Conditions of Bonds, if necessary, to give effect to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority.
- #33">17. Governing Law and Jurisdiction
- #33">18. Modifications and Amendments
#34">TERMS AND CONDITIONS OF THE BONDS (FIFTH SERIES 2018)
#34">These Conditions of Bonds shall apply to the issue of HSBC HOLDINGS PLC JAPANESE YEN CALLABLE BONDS … FIFTH SERIES (2018) (the "Bonds") pursuant to lawful authorisation by HSBC Holdings plc (the "Issuer").
- #34">1. Aggregate Principal Amount, Date of Issuance, Denomination and Form
- #34">2. Status of the Bonds
- #34">3. Appointment of Fiscal Agent, Issuing Agent and Paying Agent and Non-appointment of Commissioned Company for Bondholders
- #35">4. Book-Entry Transfer Institution
- #35">5. Interest
  - #35">(a) The Bonds shall bear floating rate interest, in respect of the period from and including September 15, 2025 to and including the Floating Rate Interest Payment Date (as defined below) falling in September 2026, at the rate determined in accordance...
    - #36">(i) "Tokyo Business Day" means a day on which banks are open for business (including dealings in foreign exchange and foreign currency deposits) in Tokyo; and
    - #36">(ii) "Floating Rate Interest Period" means the period beginning on and including September 15, 2025 and ending on and including the first Floating Rate Interest Payment Date and each successive period beginning on but excluding a Floating Rate Interes...
  - #36">(b) The Bonds shall bear floating rate interest, in respect of each Floating Rate Interest Period, on the principal amount thereof at the rate per annum (the "Floating Rate of Interest") from time to time determined as follows; provided that such Floa...
    - #36">(i) At or prior to 10:00 a.m. (Tokyo time) on the Tokyo Business Day immediately following the Interest Rate Quotation Date (as defined below) (an "Interest Rate Determination Date"), the Issuer will ascertain in respect of the relevant Floating Rate ...
    - #36">(ii) If the above offered rate does not appear on the Reuters Page LIBOR01, or if such page is unavailable, in either case, as of 11:00 a.m. (London time) on any Interest Rate Quotation Date, the Issuer will request on the Interest Rate Determination ...
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    - #37">(c) The Issuer shall, at approximately 10:00 a.m. (Tokyo time) on each Interest Rate Determination Date, calculate the amount of interest per currency unit for the relevant Floating Rate Interest Period (the "Interest Amount Per Currency Unit") with r...
    - #37">(d) As soon as practicable after the determination of the Floating Rate of Interest for any Floating Rate Interest Period, but no later than 5 Tokyo Business Days following the commencement of any Floating Rate Interest Period, the Issuer shall notify...
    - #38">(e) If, after giving notice of any Floating Rate of Interest, the relevant Interest Amount Per Currency Unit and Floating Rate Interest Payment Date pursuant to sub-paragraph (d) above, the relevant Floating Rate Interest Period is lengthened or short...
    - #38">(f) Any Floating Rate of Interest, Interest Amount Per Currency Unit or Floating Rate Interest Payment Date determined in accordance with the provisions of this Condition 5(2) shall (in the absence of manifest error) be final and binding upon all part...
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- #40">6. Redemption and Purchase
  - #40">(a) on the next succeeding Interest Payment Date the Issuer would be obliged to pay any Additional Amounts (as defined in Condition 8(1)) pursuant to Condition 8; or
  - #40">(b) if the Issuer were to seek to redeem the Bonds (for which purpose no regard shall be had as to whether or not the Issuer would otherwise be entitled to redeem the Bonds), the Issuer would (notwithstanding its having made such reasonable endeavours...
  - #40">(c) on the next succeeding Interest Payment Date, interest payments (or funding costs of the Issuer as recognised in its accounts) under or with respect to the Bonds are no longer fully deductible for United Kingdom corporation tax purposes,
- #43">7. Payment
- #43">8. Taxation
- #44">9. Events of Default and Enforcement
  - #44">(a) if default is made in the payment of any amount of interest in respect of the Bonds on the due date for payment thereof and such default continues for 14 days, any Bondholder may, in order to enforce payment, at its discretion and without further ...
  - #44">(b) any Bondholder may at its discretion and without further notice institute such proceedings against the Issuer as it may think fit and may, subject as hereinafter provided, institute proceedings for the winding up of the Issuer in England and/or pr...
- #45">10. Bondholders' Meetings
  - #46">(a) giving a grace of payment, an exemption from liabilities resulting from a default, or settlement, to be effected with respect to all the Bonds (other than the matters referred to in (b) below);
  - #46">(b) any acts of litigation to be made with respect to all the Bonds, or all acts pertaining to the bankruptcy, corporate reorganisation or similar proceedings of the Issuer;
  - #46">(c) the election or dismissal of representative(s) of the Bondholders who may be appointed and authorised by resolution of a Bondholders' meeting to make decisions on matters to be resolved at a Bondholders' meeting (provided each of such representati...
  - #46">(d) any other matters where the Extraordinary Resolution is required under the provisions of these Conditions of Bonds.
- #47">11. Merger, Consolidation, Etc.
  - #47">(a) the corporation formed by such consolidation or amalgamation or into which the Issuer is merged or to which conveyance, transfer or lease of the properties and assets of the Issuer, substantially as an entirety, is made (i) shall expressly assume,...
  - #47">(b) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Issuer, as a result of such transaction as having been incurred by the Issuer at the time of such transaction, no Event of Default,...
  - #47">(c) the Issuer and the successor corporation have delivered to the Fiscal Agent a certificate signed by a duly authorised signatory of the Issuer stating, and a written opinion of independent legal advisers of recognised standing confirming, that such...
- #47">12. Registration Book
- #47">13. Prescription
- #48">14. Public Notices
- #48">15. Currency Indemnity
- #48">16. Agreement with Respect to the Exercise of the UK Bail-in Power
  - #48">(a) the effect of the exercise of any UK Bail-in Power (as defined below) by the Relevant UK Resolution Authority that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts ...
  - #48">(b) the variation of these Conditions of Bonds, if necessary, to give effect to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority.
- #50">17. Governing Law and Jurisdiction
- #50">18. Modifications and Amendments
#51">TERMS AND CONDITIONS OF THE BONDS (SIXTH SERIES 2018)
#51">These Conditions of Bonds shall apply to the issue of HSBC HOLDINGS PLC JAPANESE YEN CALLABLE BONDS … SIXTH SERIES (2018) (the "Bonds") pursuant to lawful authorisation by HSBC Holdings plc (the "Issuer").
- #51">1. Aggregate Principal Amount, Date of Issuance, Denomination and Form
- #51">2. Status of the Bonds
- #51">3. Appointment of Fiscal Agent, Issuing Agent and Paying Agent and Non-appointment of Commissioned Company for Bondholders
- #52">4. Book-Entry Transfer Institution
- #52">5. Interest
  - #52">(a) From and including September 15, 2027 to and including September 14, 2028, the rate of interest of the Bonds will be reset on September 14, 2027 ("Reset Date"), unless all Bonds are fully redeemed or purchased and cancelled. From and including th...
  - #53">(b) If such rate does not appear on Reuters Page 58376 or if Reuters Page 58376 is unavailable, in either case, at 10:00 a.m. (Tokyo time) on the Interest Rate Determination Date, the Issuer will request, on the Interest Rate Determination Date, Marke...
    - #53">(i) If 4 or more quotations are provided by Market Makers, the JPY 1-year Swap Offered Rate will be the arithmetic mean (rounded to the nearest fourth decimal place with five or more in the fifth decimal place to be rounded upwards) of the quotations ...
    - #53">(ii) If 2 or 3 quotations are provided by Market Makers, the JPY 1-year Swap Offered Rate will be the arithmetic mean (rounded to the nearest fourth decimal place with five or more in the fifth decimal place to be rounded upwards) of the quotations pr...
    - #53">(iii) If only 1 quotation is provided or no quotation is provided by Market Makers, the Issuer will also request Swap Brokers (as defined below) to provide the Issuer with the said offered quotation and the JPY 1-year Swap Offered Rate will be the ari...
- #55">6. Redemption and Purchase
  - #55">(a) on the next succeeding Interest Payment Date the Issuer would be obliged to pay any Additional Amounts (as defined in Condition 8(1)) pursuant to Condition 8; or
  - #55">(b) if the Issuer were to seek to redeem the Bonds (for which purpose no regard shall be had as to whether or not the Issuer would otherwise be entitled to redeem the Bonds), the Issuer would (notwithstanding its having made such reasonable endeavours...
  - #55">(c) on the next succeeding Interest Payment Date, interest payments (or funding costs of the Issuer as recognised in its accounts) under or with respect to the Bonds are no longer fully deductible for United Kingdom corporation tax purposes,
  - #57">(a) Loss Absorption Regulations becoming effective on or after the Issue Date; or
  - #57">(b) amendment to, or change in, any Loss Absorption Regulations, or any change in the application or official interpretation of any Loss Absorption Regulations, in any such case becoming effective on or after the Issue Date,
- #57">7. Payment
- #58">8. Taxation
- #58">9. Events of Default and Enforcement
  - #59">(a) if default is made in the payment of any amount of interest in respect of the Bonds on the due date for payment thereof and such default continues for 14 days, any Bondholder may, in order to enforce payment, at its discretion and without further ...
  - #59">(b) any Bondholder may at its discretion and without further notice institute such proceedings against the Issuer as it may think fit and may, subject as hereinafter provided, institute proceedings for the winding up of the Issuer in England and/or pr...
- #60">10. Bondholders' Meetings
  - #61">(a) giving a grace of payment, an exemption from liabilities resulting from a default, or settlement, to be effected with respect to all the Bonds (other than the matters referred to in (b) below);
  - #61">(b) any acts of litigation to be made with respect to all the Bonds, or all acts pertaining to the bankruptcy, corporate reorganisation or similar proceedings of the Issuer;
  - #61">(c) the election or dismissal of representative(s) of the Bondholders who may be appointed and authorised by resolution of a Bondholders' meeting to make decisions on matters to be resolved at a Bondholders' meeting (provided each of such representati...
  - #61">(d) any other matters where the Extraordinary Resolution is required under the provisions of these Conditions of Bonds.
- #61">11. Merger, Consolidation, Etc.
  - #61">(a) the corporation formed by such consolidation or amalgamation or into which the Issuer is merged or to which conveyance, transfer or lease of the properties and assets of the Issuer, substantially as an entirety, is made (i) shall expressly assume,...
  - #62">(b) immediately after giving effect to such transaction and treating any indebtedness that becomes an obligation of the Issuer, as a result of such transaction as having been incurred by the Issuer at the time of such transaction, no Event of Default,...
  - #62">(c) the Issuer and the successor corporation have delivered to the Fiscal Agent a certificate signed by a duly authorised signatory of the Issuer stating, and a written opinion of independent legal advisers of recognised standing confirming, that such...
- #62">12. Registration Book
- #62">13. Prescription
- #62">14. Public Notices
- #62">15. Currency Indemnity
- #63">16. Agreement with Respect to the Exercise of the UK Bail-in Power
  - #63">(a) the effect of the exercise of any UK Bail-in Power (as defined below) by the Relevant UK Resolution Authority that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts ...
  - #63">(b) the variation of these Conditions of Bonds, if necessary, to give effect to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority.
- #64">17. Governing Law and Jurisdiction
- #65">18. Modifications and Amendments
#66">DESCRIPTION OF THE ISSUER
#67">DIRECTORS OF THE ISSUER
#70">UNITED KINGDOM TAXATION
#72">CERTAIN OTHER TAXATION MATTERS
#72">The proposed Financial Transactions Tax ("FTT")
#73">SUBSCRIPTION AND SALE
#73">United States of America
#73">General
#74">GENERAL INFORMATION
- #74">1. The creation and issue of the Bonds was authorised pursuant to resolutions of the Board of Directors of the Issuer passed on 19 January 2018.
- #74">2. In relation to the Issuer, any transfer of, or payment in respect of, a Bond involving the government of any country which is at the relevant time the subject of United Nations sanctions, any person or body resident in, incorporated in or constitut...
- #74">3. For so long as the Bonds are listed on the Official List of Euronext Dublin and admitted to trading on the Global Exchange Market, the physical form of the following documents may be inspected during normal business hours at the registered office o...
  - #74">(a) the constitutional documents of the Issuer;
  - #74">(b) the Subscription Agreement;
  - #74">(c) the Fiscal Agency Agreement; and
  - #74">(d) the 2016 Annual Report and Accounts and the 2017 Annual Report and Accounts together with all other audited consolidated annual reports and accounts of the Issuer subsequent to 31 December 2017, the IFRS 9 Report, the Form 20-F, the Q1 2018 Earni...
- #74">4. The Issuer will, at its registered office and at the registered office of HSBC Securities (Japan) Ltd, make available for inspection during normal office hours, free of charge, upon oral or written request, a copy of these Listing Particulars and a...
- #74">5. PricewaterhouseCoopers LLP of 1 Embankment Place, London, WC2N 6RH, United Kingdom has audited without qualification the financial statements contained in the Annual Report and Accounts of the Issuer for the financial years ended 31 December 2016 a...
- #74">6. There has been no significant change in the financial or trading position of the Issuer and its subsidiaries since 30 June 2018 nor any material adverse change in the prospects of the Issuer since 31 December 2017.
- #74">7. Save as disclosed in Note 26 (Provisions) and in Note 34 (Legal proceedings and regulatory matters) on page 231, and on pages 244 to 250, respectively, of the Issuer's 2017 Annual Report and Accounts (incorporated by reference herein) and in Note 1...
- #74">8. The Bonds have been accepted for clearance through the facilities of JASDEC. For the Bonds (Fourth Series 2018), the ISIN is JP582666AJ90; for the Bonds (Fifth Series 2018), the ISIN is JP582666BJ99; and for the Bonds (Sixth Series 2018), the ISIN ...
- #74">9. The Legal Entity Identifier (LEI) code of the Issuer is MLU0ZO3ML4LN2LL2TL39.