Obligation HSBC Global plc 6.375% ( US404280AT69 ) en USD

HSBC Global plc

99.9 % ▼

Royaume-Uni

US404280AT69 ( en USD )

6.375% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation HSBC Holdings PLC US404280AT69 en USD 6.375%, échéance Perpétuelle

200 000 USD

2 450 000 000 USD

404280AT6

N/A

30/09/2025 ( Dans 144 jours )

HSBC Holdings plc est une banque multinationale britannique dont le siège social est à Londres, opérant dans plus de 60 pays et territoires, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par HSBC Global plc ( Royaume-Uni ) , en USD, avec le code ISIN US404280AT69, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

424B5
424B5 1 d891456d424b5.htm 424B5
Table of Contents
CALCULATION OF REGISTRATION FEE

Title of each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
6.375% Perpetual Subordinated Contingent Convertible Securities (Callable March 2025 and Every
Five Years Thereafter)
$2,475,000,000

$287,595

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-202420

PROSPECTUS SUPPLEMENT
(To prospectus dated March 2, 2015)

HSBC HOLDINGS PLC
$2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities
(Callable March 2025 and Every Five Years Thereafter)
We are offering $2,250,000,000 principal amount of 6.375% Perpetual Subordinated Contingent Convertible Securities (Callable March 2025 and Every
Five Years Thereafter) (the "Securities"). The Securities will be issued pursuant to the indenture dated August 1, 2014 (as amended or supplemented from time
to time), as supplemented and amended by a third supplemental indenture, expected to be entered into on March 30, 2015. The interest rate on the Securities
per annum will be equal to (i) 6.375%, from (and including) the issue date to (but excluding) March 30, 2025 (such date and each fifth anniversary date
thereafter, a "Reset Date") and (ii) the sum of 4.368% and the applicable Mid-Market Swap Rate on the relevant Reset Determination Date, from (and
including) each Reset Date to (but excluding) the immediately following Reset Date. Subject to cancellation as described further below, we will pay interest on
the Securities, if any, in arrear on March 30 and September 30 of each year, beginning on September 30, 2015.
The interest rate following any Reset Date may be less than the interest rate that applies immediately prior to such Reset Date, including the
initial interest rate of 6.375%. Moreover, interest will be due and payable on an interest payment date only to the extent it is not cancelled or deemed
to have been cancelled in accordance with the terms of the Securities. We will have sole and absolute discretion at all times and for any reason to
cancel (in whole or in part) any interest payment that would otherwise be payable on any interest payment date. The terms of the Securities also
provide for circumstances under which we will be restricted from making an interest payment (in whole or in part) on an interest payment date, and
the interest payable in respect of any such interest payment date will be deemed to have been cancelled (in whole or in part).
The Securities are perpetual and have no fixed maturity or fixed redemption date. As a result, you may not receive any payments with respect to
the Securities as we are not required to pay the principal amount of the Securities at any time prior to a Winding-up Event and we will have the sole
and absolute discretion at all times and for any reason to cancel in whole any interest payment.
We may redeem the Securities in whole (but not in part) at 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the
date of redemption (excluding any cancelled or deemed to have been cancelled interest) on any Reset Date or upon the occurrence of certain tax and UK
regulatory events as described in this prospectus supplement under "Description of the Securities--Redemption--Special Event Redemption ." Any redemption
of the Securities is subject to the restrictions described in this prospectus supplement under "Description of the Securities--Redemption--Redemption
Conditions."
If a Capital Adequacy Trigger Event occurs, then an Automatic Conversion will occur without delay (but no later than one month following the date on
which it is determined such Capital Adequacy Trigger Event has occurred), at which point all of our obligations under the Securities will be released
irrevocably and automatically in consideration of our issuance of Conversion Shares to the Conversion Shares Depository (or to the relevant recipient in
accordance with the terms of the Securities) on the Conversion Date, and under no circumstances will such released obligations be reinstated. On the
Settlement Date, we expect the Conversion Shares Depository to deliver to the securityholders either (i) Conversion Shares (based on the Conversion Price) or
(ii) if we elect, in our sole and absolute discretion, that a Conversion Shares Offer be made, the Conversion Shares Offer Consideration (consisting of the pro
rata share of cash proceeds from the sale of any Conversion Shares pursuant to the Conversion Shares Offer (based on the Conversion Shares Offer Price) and
the pro rata share of any Conversion Shares not sold pursuant to the Conversion Shares Offer (based on the Conversion Price)). The realizable value of any
Conversion Shares received by a securityholder following an Automatic Conversion may be significantly less than the initial Conversion Price of $4.03488
http://www.sec.gov/Archives/edgar/data/1089113/000119312515103332/d891456d424b5.htm[3/25/2015 3:16:53 PM]

424B5
and/or the US dollar equivalent of the initial Conversion Shares Offer Price of £2.70, and the securityholders could lose all or part of their investment in the
Securities as a result of the Automatic Conversion.
By its acquisition of the Securities, among other things, each securityholder (including each beneficial owner) will (i) acknowledge and agree that interest
is payable solely at our discretion and no amount of interest will become due and payable in respect of the relevant interest period to the extent that it has been
(x) cancelled (in whole or in part) by us at our sole discretion and/or (y) deemed to have been cancelled (in whole or in part), (ii) consent to all of the terms
and conditions of the Securities, including (x) the occurrence of a Capital Adequacy Trigger Event and any related Automatic Conversion following a Capital
Adequacy Trigger Event and (y) the appointment of the Conversion Shares Depository (or the relevant recipient in accordance with the terms of the
Securities), the issuance of the Conversion Shares to the Conversion Shares Depository (or the relevant recipient in accordance with the terms of the
Securities) and the potential sale of the Conversion Shares pursuant to a Conversion Shares Offer and (iii) agree that effective upon, and following, a Capital
Adequacy Trigger Event, other than any amounts payable in the case of our winding-up or the appointment of an administrator for our administration as
described in this prospectus supplement, no securityholder will have any rights against us with respect to repayment of the principal amount of the Securities
or payment of interest or any other amount on or in respect of such Securities, in each case that is not due and payable, which liabilities will be automatically
released.
By its acquisition of the Securities, each securityholder (including each beneficial owner) also will acknowledge, agree to be bound by and
consent to 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 or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities and/or (ii) the conversion of all, or a
portion, of the principal
Table of Contents
amount of, or interest on, the Securities into our or another person's shares or other securities or other obligations, including by means of an
amendment or modification to the terms of the Indenture or of the Securities to give effect to the exercise by the relevant UK resolution authority of
such UK bail-in power. Each securityholder (including each beneficial owner) also will acknowledge and agree that (i) no repayment of the principal
amount of the Securities or payment of interest on the Securities will become due and payable after the exercise of any UK bail-in power by the
relevant UK resolution authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or
payment would be permitted to be made by us under the laws and regulations of the United Kingdom and the European Union applicable to HSBC;
and (ii) the rights of such securityholder (or beneficial owner) are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any
UK bail-in power by the relevant UK resolution authority. Moreover, each securityholder (including each beneficial owner) will consent to the
exercise of any 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 Securities.
For these purposes, a "UK bail-in power" is any statutory write-down and/or conversion power existing from time to time under any laws,
regulations, rules or requirements relating to the resolution of credit institutions, banks, banking companies, investment firms and their parent
undertakings incorporated in the United Kingdom in effect and applicable in the United Kingdom to us or other members of the HSBC Group,
including but not limited to the UK Banking Act 2009, as the same may be amended from time to time (whether pursuant to the UK Financial
Services (Banking Reform) Act 2013 or otherwise), and any laws, regulations, rules or requirements which are implemented, adopted or enacted
within the context of Directive 2014/59/EU, or any other European Union directive or regulation, of the European Parliament and of the Council
establishing a framework for the recovery and resolution of credit institutions, banks, banking companies, investment firms and their parent
undertakings, pursuant to which obligations of a credit institution, bank, banking company, investment firm, its parent undertaking or any of its
affiliates can be cancelled, written down and/or converted into shares or other securities or obligations of the obligor or any other person (and a
reference to the "relevant UK resolution authority" is to any authority with the ability to exercise a UK bail-in power (including, without limitation,
Her Majesty's Treasury, the Bank of England, the Prudential Regulation Authority or the Financial Conduct Authority)). For the avoidance of
doubt, the potential conversion of the Securities into shares, other securities or other obligations in connection with the exercise of any UK bail-in
power by the relevant UK resolution authority is separate and distinct from an Automatic Conversion following a Capital Adequacy Trigger Event.
By its acquisition of the Securities, each securityholder (including each beneficial owner), to the extent permitted by the Trust Indenture Act of
1939, as amended, will waive any and all claims, in law and/or in equity, against The Bank of New York Mellon, London Branch, as trustee, for,
agree not to initiate a suit against the trustee in respect of, and agree that the trustee will not be liable for, any action that the trustee takes, or
abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority with respect to
the Securities.
Application has been made to The Irish Stock Exchange plc (the "Irish Stock Exchange") for the Securities to be admitted to the Official List and to
trading on the Global Exchange Market, which is the exchange regulated market of the Irish Stock Exchange. Admission to the Official List and trading on
the Global Exchange Market is expected to begin within 30 days of the initial delivery of the Securities.
Investing in the Securities involves certain risks. See "Risk Factors" beginning on Page S-20.
Unless otherwise defined, terms that are defined in "Description of the Securities" beginning on page S-45 have the same meaning when used on this
cover page.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon
the adequacy or accuracy of this prospectus supplement or the related prospectus. Any representation to the contrary is a criminal offense.

http://www.sec.gov/Archives/edgar/data/1089113/000119312515103332/d891456d424b5.htm[3/25/2015 3:16:53 PM]

424B5

Per Security
Total(1)

Public Offering Price(2)

100.0%
$2,250,000,000
Underwriting Discount

1.0%
$
22,500,000
Proceeds to us (before expenses)

99.0%
$2,227,500,000

(1) Assumes no exercise of the underwriters' over-allotment option described below.
(2) Plus accrued interest, if any, from March 30, 2015.
We have agreed to grant to HSBC Securities (USA) Inc., on behalf of the underwriters, an option to purchase up to an additional $225,000,000 aggregate
principal amount of Securities at the public offering price solely to cover over-allotments, if any. This over-allotment option is exercisable once only, in whole
or in part, prior to the date of delivery of the Securities (as set forth on this cover page).
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Securities. In addition, HSBC Securities (USA) Inc. or
another of our affiliates may use this prospectus supplement and the accompanying prospectus in a market-making transaction in any of these Securities after
their initial sale. In connection with any use of this prospectus supplement and the accompanying prospectus by HSBC Securities (USA) Inc. or another of our
affiliates, unless we or our agent informs the purchaser otherwise in the confirmation of sale, you may assume this prospectus supplement and the
accompanying prospectus are being used in a market-making transaction.
The underwriters expect to deliver the Securities to purchasers in book-entry form only through the facilities of The Depository Trust Company for the
accounts of its participants, including Clearstream Banking, société anonyme and Euroclear Bank S.A./N.V. on or about March 30, 2015.

Sole Structuring Adviser and Book-Running Manager
HSBC
The date of this prospectus supplement is March 23, 2015.
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

Page
Certain Definitions and Presentation of Financial and Other Data
S-5
Limitations on Enforcement of US Laws against Us, our Management and Others
S-5
Cautionary Statement Regarding Forward Looking Statements
S-6
Where You Can Find More Information About Us
S-6
Summary of the Offering
S-8
Risk Factors
S-20
HSBC Holdings plc
S-40
Use of Proceeds
S-41
Consolidated Capitalization and Indebtedness of HSBC Holdings plc
S-42
Description of the Securities
S-45
Taxation
S-80
Certain ERISA Considerations
S-84
Underwriting (Conflicts of Interest)
S-85
Legal Opinions
S-91
Independent Registered Public Accounting Firm
S-91
Prospectus

Page
About This Prospectus

1
Presentation of Financial Information

2
Limitation on Enforcement of US Laws against Us, our Management and Others

2
Forward-Looking Statements

2
Where You Can Find More Information About Us

3
HSBC

4
http://www.sec.gov/Archives/edgar/data/1089113/000119312515103332/d891456d424b5.htm[3/25/2015 3:16:53 PM]

424B5
Risk Factors

5
Use of Proceeds

9
Consolidated Capitalization and Indebtedness of HSBC Holdings plc

10
Description of Debt Securities

13
Description of Contingent Convertible Securities

28
Description of Dollar Preference Shares

38
Description of Preference Share ADSs

44
Description of Ordinary Shares

51
Taxation

57
Underwriting (Conflicts of Interest)

67
Legal Opinions

70
Independent Registered Public Accounting Firm

70

S-1
Table of Contents
We are responsible for the information contained and incorporated by reference in this prospectus supplement, the accompanying
prospectus and in any related free-writing prospectus we prepare or authorize. We have not authorized anyone to give you any other
information, and we take no responsibility for any other information that others may give you. We are not, and the underwriters are not,
making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the
information appearing in this prospectus supplement, the accompanying prospectus and in any related free-writing prospectus we prepare
or authorize, as well as information we have previously filed with the Securities and Exchange Commission (the "SEC") and incorporated
by reference, is accurate on other than their respective dates. Our business, financial condition, results of operations and prospects may
have changed since those dates.
The distribution of this prospectus supplement and the accompanying prospectus and the offering of the Securities in certain jurisdictions may
be restricted by law. This prospectus supplement and the accompanying prospectus do not constitute an offer, or an invitation on our behalf or on
behalf of the underwriters or any of them, to subscribe to or purchase any of the Securities, and may not be used for or in connection with an offer
or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to
make such an offer or solicitation.
In connection with the offering of the Securities, HSBC Securities (USA) Inc. (or persons acting on its behalf) may over-allot
Securities (provided that the aggregate principal amount of Securities allotted does not exceed 115% of the aggregate principal amount of
the Securities subject to the offering) or effect transactions with a view to supporting the market price of the Securities at a level higher
than that which might otherwise prevail. However, there is no assurance that HSBC Securities (USA) Inc. (or persons acting on its behalf)
will undertake stabilization action. Any stabilization action may begin on or after the date of adequate public disclosure of the final terms
of the offer of the relevant Securities and, if begun, may be ended at any time, but it must end no later than 30 days after the date on which
we receive the proceeds of the issue, or no later than 60 days after the date of allotment of the relevant Securities, whichever is the earlier.
The Securities may not be a suitable investment for all investors and you must determine the suitability (either alone or with the help of a
financial adviser) of an investment in the Securities in light of your own circumstances. In particular, each potential investor should:

· have sufficient knowledge and experience to make a meaningful evaluation of the Securities, the merits and risks of investing in the

Securities and the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus;

· have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an

investment in the Securities and the impact such investment will have on its overall investment portfolio;

· have sufficient financial resources and liquidity to bear all of the risks of an investment in the Securities, including where the currency

for principal or interest payments (US dollars) is different from the currency in which such potential investor's financial activities are
principally denominated;

· understand thoroughly the terms of the Securities, such as the provisions regarding the cancellation of interest, Automatic Conversion
upon a Capital Adequacy Trigger Event and the UK bail-in power, and be familiar with the behavior of any relevant indices and

financial markets and the potential impact on the Securities of the cancellation of interest, Automatic Conversion upon a Capital
Adequacy Trigger Event and/or the exercise of the UK bail-in power;

S-2
http://www.sec.gov/Archives/edgar/data/1089113/000119312515103332/d891456d424b5.htm[3/25/2015 3:16:53 PM]

424B5
Table of Contents
· understand that the price, if any, at which securities dealers may be willing to purchase or sell the Securities in the secondary market

may be influenced by factors that are beyond our control, and such potential investor may not be able to obtain a price equal to the price
it paid for its Securities in the secondary market; and

· be able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear

the applicable risks.
You should not invest in the Securities unless you have the knowledge and expertise (either alone or with a financial adviser) to evaluate how
the Securities will perform under changing conditions, the resulting effects on the value of the Securities due to the likelihood of our cancelling
interest, the occurrence of a Capital Adequacy Trigger Event and corresponding Automatic Conversion or an exercise of the UK bail-in power and
the impact this investment will have on your overall investment portfolio. Prior to making an investment decision, you should consider carefully,
in light of your own financial circumstances and investment objectives, all the information contained in this prospectus supplement and the
accompanying prospectus and incorporated by reference herein and therein.
This document is for distribution only to persons who (i) have professional experience in matters relating to investments and who fall within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"),
(ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc") of the Financial Promotion
Order, (iii) are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the
meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the issue or sale of any securities may otherwise
lawfully be communicated or caused to be communicated (all such persons together being referred to as "relevant persons"). This document is
directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or investment
activity to which this document relates is available only to relevant persons and will be engaged in only with relevant persons.
This prospectus supplement has been prepared on the basis that any offer of Securities in any Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus
Directive, as implemented in that Relevant Member State from the requirement to produce a prospectus for offers of Securities. Accordingly any
person making or intending to make an offer in that Relevant Member State of Securities which are the subject of an offering contemplated in this
prospectus supplement as completed by final terms in relation to the offer of those Securities may only do so in circumstances in which no
obligation arises for us or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a
prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither we nor any of the underwriters have
authorized, nor do we or any of the underwriters authorize, the making of any offer of Securities in circumstances in which an obligation arises for
us or the underwriters to publish a prospectus for such offer. The expression "Prospectus Directive" means Directive 2003/71/EC (and
amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any
relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
The Securities are not intended to be sold and should not be sold to "retail clients" in the European Economic Area (the "EEA"), as defined
in the Financial Conduct Authority's (the "FCA") Handbook, in accordance with the rules set out in the FCA's Conduct of Business Sourcebook
("COBS") at COBS 22 (as amended or replaced from time to time) other than in circumstances that do not and will not give rise to a contravention
of those rules by any person.
The Securities are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions,
regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities to
retail investors. In particular, in August 2014, the FCA published the Temporary Marketing Restriction (Contingent Convertible Securities)

S-3
Table of Contents
Instrument 2014 which took effect on October 1, 2014 through rules set out in COBS 22. Under the rules set out in COBS 22 (as amended or
replaced from time to time), certain contingent write-down or convertible securities, such as the Securities, must not be sold to retail clients in the
EEA and nothing may be done that would or might result in the buying of such securities or the holding of a beneficial interest in such securities
by a retail client in the EEA (in each case within the meaning of COBS 22), other than in accordance with the limited exemptions set out in COBS
22. HSBC and each underwriter are required to comply with COBS 22. By purchasing, or making or accepting an offer to purchase, any Securities
from HSBC and/or any underwriter, each prospective investor represents, warrants and undertakes to HSBC and each of the relevant underwriters
that: (a) it is not a retail client in the EEA (as defined in COBS 22); (b) whether or not subject to COBS 22, it will not sell or offer the Securities to
retail clients in the EEA or do anything (including the distribution of this prospectus supplement or the accompanying prospectus) that would or
http://www.sec.gov/Archives/edgar/data/1089113/000119312515103332/d891456d424b5.htm[3/25/2015 3:16:53 PM]

424B5
might result in the buying of the Securities or the holding of a beneficial interest in the Securities by a retail client in the EEA (in each case within
the meaning of COBS 22), other than (i) in relation to any sale of, or offer to sell, the Securities to a retail client in or resident in the United
Kingdom, in circumstances that do not and will not give rise to a contravention of COBS 22 by any person and/or (ii) in relation to any sale of or
offer to sell the Securities to a retail client in any EEA member state other than the United Kingdom, where (1) it has conducted an assessment and
concluded that the relevant retail client understands the risks of an investment in the Securities and is able to bear the potential losses involved in
an investment in the Securities and (2) it has at all times acted in relation to such sale or offer in compliance with the Markets in Financial
Securities Directive (2004/39/EC) ("MiFID") to the extent it applies to it or, to the extent MiFID does not apply to it, in a manner which would be
in compliance with MiFID if it were to apply to it; and (c) it will at all times comply with all applicable laws, regulations and regulatory guidance
(whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Securities, including any such laws,
regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Securities by investors in
any relevant jurisdiction. Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to
purchase, any Securities from HSBC or any underwriter, the foregoing representations, warranties, agreements and undertakings will be given by
and be binding upon both the agent and its underlying client.
Each securityholder (including each beneficial owner) acknowledges that The Stock Exchange of Hong Kong Limited (the "HKSE") and the
Securities and Futures Commission of Hong Kong (the "SFC") may request us to report certain information with respect to such securityholder
(which may be obtained from the underwriters), including, among other things, such securityholder's name, countries of operation and allotment
sizes, that we may provide the HKSE and the SFC with any such requested information with respect to such securityholder and that our major
securityholders (which may include those who have invested in the Securities) and their respective interests may be disclosed in our annual and
interim reports (which disclosure as of the date of this prospectus supplement would be required by those who have an interest in 5% or more of
any class of our voting shares, including any interest in unissued shares that may be issuable upon conversion of the Securities) and/or other public
filings as may be required to be made in the future by us in accordance with applicable stock exchange rules or regulatory requirements.

S-4
Table of Contents
CERTAIN DEFINITIONS AND PRESENTATION OF FINANCIAL AND OTHER DATA
Definitions
As used in this prospectus supplement and the accompanying prospectus, the terms "HSBC Holdings," "we," "us" and "our" refer to HSBC
Holdings plc. "HSBC Group" and "HSBC" mean HSBC Holdings together with its subsidiary undertakings.
For the avoidance of doubt, each reference to "holder," "holders," "securityholder," "securityholders" and "you" will be deemed to include
the beneficial owners of the Securities.
Presentation of Financial Information
The consolidated financial statements of HSBC Group have been prepared in accordance with International Financial Reporting Standards
("IFRSs"), as issued by the International Accounting Standards Board ("IASB") and as endorsed by the European Union ("EU"). EU-endorsed
IFRSs could differ from IFRSs as issued by the IASB, if, at any point in time, new or amended IFRSs were to be endorsed by the EU. At
December 31, 2014, there were no unendorsed standards effective for the year ended December 31, 2014 affecting our consolidated financial
statements, and there was no difference between IFRSs endorsed by the EU and IFRSs issued by the IASB in terms of their application to HSBC.
Accordingly, HSBC's financial statements for the year ended December 31, 2014 were prepared in accordance with IFRSs as issued by the IASB.
We use the US dollar as our presentation currency in our consolidated financial statements because the US dollar and currencies linked to it
form the major currency bloc in which we transact and fund our business.
With the exception of the capital ratios presented under "HSBC Holdings plc," the financial information presented in this document has been
prepared in accordance with IFRSs as issued by the IASB and as endorsed by the EU. See "Where You Can Find More Information About Us."
Currency
In this prospectus supplement, all references to (i) "US dollars," "US$," "dollars" or "$" are to the lawful currency of the United States of
America, (ii) "euro" or "" are to the lawful currency of the Member States of the EU that have adopted or adopt the single currency in accordance
with the Treaty establishing the European Community, as amended, (iii) "sterling" "pounds sterling" or "£" are to the lawful currency of the United
Kingdom, (iv) "BRL" are to the lawful currency of the Federative Republic of Brazil and (v) "CAD" are to the lawful currency of Canada.

http://www.sec.gov/Archives/edgar/data/1089113/000119312515103332/d891456d424b5.htm[3/25/2015 3:16:53 PM]

424B5

LIMITATIONS ON ENFORCEMENT OF US LAWS AGAINST US, OUR MANAGEMENT AND OTHERS
We are an English public limited company. Most of our directors and executive officers (and certain experts named in this prospectus
supplement and the accompanying prospectus or in documents incorporated herein by reference) are resident outside the United States, and a
substantial portion of our assets and the assets of such persons are located outside the United States. As a result, it may not be possible for you to
effect service of process within the United States upon these persons or to enforce against them or us in US courts judgments obtained in US courts
predicated upon the civil liability provisions of the federal securities laws of the United States. We have been advised by our English solicitors,
Cleary Gottlieb Steen & Hamilton LLP, that there is doubt as to enforceability in the English courts, in original actions or in actions for
enforcement of judgments of US courts, of liabilities predicated solely upon the federal securities laws of the United States. In addition,

S-5
Table of Contents
awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in the United Kingdom. The
enforceability of any judgment in the United Kingdom will depend on the particular facts of the case in effect at the time.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus and the documents incorporated by reference herein contain both historical and
forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking statements.
Forward-looking statements may be identified by the use of terms such as "believes," "expects," "estimate," "may," "intends," "plan," "will,"
"should," "potential," "reasonably possible" or "anticipates" or the negative thereof or similar expressions, or by discussions of strategy. We have
based the forward-looking statements on current expectations and projections about future events. These forward-looking statements are subject to
risks, uncertainties and assumptions about us. We undertake no obligation to publicly update or revise any forward- looking statements, whether as
a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed
herein might not occur. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of their dates.
Additional information, including information on factors which may affect HSBC's business, is contained in HSBC Holdings' Annual Report on
Form 20-F for the year ended December 31, 2014 filed with the SEC on February 26, 2015 (the "2014 Form 20-F").

WHERE YOU CAN FIND MORE INFORMATION ABOUT US
We have filed with the SEC a registration statement (the "Registration Statement") on Form F-3 (No. 333-202420) under the Securities Act
of 1933, as amended (the "Securities Act"), with respect to the Securities offered by this prospectus supplement. As permitted by the rules and
regulations of the SEC, this prospectus supplement and the accompanying prospectus omit certain information, exhibits and undertakings contained
in the Registration Statement. For further information with respect to us or the Securities, please refer to the Registration Statement, including its
exhibits and the financial statements, notes and schedules filed as a part thereof. Statements contained in this prospectus supplement and the
accompanying prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance reference is made
to the copy of such contract or document filed as an exhibit to the Registration Statement, each such statement being qualified in all respects by
such reference. In addition, we file with the SEC annual reports and special reports, proxy statements and other information. You may read and
copy any document we file at the SEC's public reference room at 100 F Street, N.E., Room 1580, Washington, DC 20549. Please call the SEC at
(800) SEC-0330 for further information on the public reference room. Documents filed with the SEC are also available to the public on the SEC's
internet site at http://www.sec.gov.
We are "incorporating by reference" in this prospectus supplement and the accompanying prospectus the information in the documents that
we file with the SEC, which means we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this prospectus supplement and the accompanying prospectus. We incorporate by reference
in this prospectus supplement and the accompanying prospectus the 2014 Form 20-F.
In addition, all documents filed by us with the SEC pursuant to Sections 13(a), 13(c) or 15(d) of the US Securities Exchange Act of 1934, as
http://www.sec.gov/Archives/edgar/data/1089113/000119312515103332/d891456d424b5.htm[3/25/2015 3:16:53 PM]

424B5
amended (the "Exchange Act"), and, to the extent expressly stated therein, certain reports on Form 6-K furnished by us after the date of this
prospectus supplement will also be deemed to be incorporated by reference in this prospectus supplement and the accompanying prospectus from
the date of

S-6
Table of Contents
filing of such documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein will be
deemed to be modified or superseded for purposes of this prospectus supplement and the accompanying prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a
part of this prospectus supplement and the accompanying prospectus and to be a part hereof from the date of filing of such document.
You may request a copy of these documents at no cost to you by writing or telephoning us at either of the following addresses:
Group Company Secretary
HSBC Holdings plc
8 Canada Square London E14 5HQ England
Tel: +44-20-7991-8888
HSBC Holdings plc
c/o HSBC Bank USA, National Association
452 Fifth Avenue
New York, New York, 10018
Attn: Company Secretary
Tel: +1-212-525-5000

S-7
Table of Contents
SUMMARY OF THE OFFERING
The following summary highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus.
This summary is not complete and does not contain all of the information that may be important to you. You should read the entire prospectus
supplement and the accompanying prospectus, including the financial statements and related notes incorporated by reference herein, before
making an investment decision. Terms which are defined in "Description of the Securities" included in this prospectus supplement beginning
on page S-45 have the same meaning when used in this summary.

Issuer
HSBC Holdings plc.

Securities Offered
6.375% Perpetual Subordinated Contingent Convertible Securities (Callable March 2025
and Every Five Years Thereafter) in an aggregate principal amount of $2,250,000,000
(or up to $2,475,000,000 if the underwriters' over-allotment option is exercised in full)
(the "Securities").

Issue Date
March 30, 2015.

Interest
Interest on the Securities will be a rate per annum equal to (i) 6.375%, from (and
including) the issue date to (but excluding) March 30, 2025 and (ii) the sum of 4.368%
and the applicable Mid-Market Swap Rate on the relevant Reset Determination Date,
from (and including) each Reset Date to (but excluding) the immediately following
Reset Date.

Reset Date
March 30, 2025 and each fifth anniversary date thereafter (each such date, a "Reset
http://www.sec.gov/Archives/edgar/data/1089113/000119312515103332/d891456d424b5.htm[3/25/2015 3:16:53 PM]

424B5
Date").

Each period from (and including) a Reset Date to (but excluding) the following Reset

Date shall be a "Reset Period."

Reset Determination Date
The second business day immediately preceding a Reset Date (each, a "Reset
Determination Date").

Mid-Market Swap Rate
Means the rate for US dollar swaps with a five-year term commencing on the relevant
Reset Date which appears on Bloomberg page "ISDA 01" (or such other page as may
replace such page on Bloomberg, or such other page as may be nominated by the person
providing or sponsoring the information appearing on such page for purposes of
displaying comparable rates) (the "relevant screen page") as at approximately 11:00
a.m. (New York time) on the relevant Reset Determination Date, all as determined by the
calculation agent (the "Mid-Market Swap Rate").

If no such rate appears on the relevant screen page for such five-year term, then the
Mid-Market Swap Rate will be determined through the use of straight-line interpolation
by reference to two rates, one of which will be determined in accordance with the above
provisions, but as if the relevant Reset Period were the period of time for which rates are

available next shorter than the length of the actual Reset Period and the other of which
will be determined in accordance with the above provisions, but as if the relevant Reset
Period were the period of time for which rates are available next longer than the length
of the actual Reset Period.

S-8
Table of Contents
If on any Reset Determination Date the relevant screen page is not available or the Mid-
Market Swap Rate does not appear on the relevant screen page, the calculation agent
will request the principal office in New York of four major banks in the swap, money,
securities or other market most closely connected with the relevant Mid-Market Swap
Rate (as selected by us on the advice of an investment bank of international repute) (the
"Reference Banks") to provide it with its Mid-Market Swap Rate Quotation as at
approximately 11:00 a.m. (New York time) on the relevant Reset Determination Date. If

two or more of the Reference Banks provide the calculation agent with Mid-Market
Swap Rate Quotations, the interest rate for the relevant Reset Period will be the sum of
4.368% and the arithmetic mean (rounded, if necessary, to the nearest 0.001% (0.0005%
being rounded upwards)) of the relevant Mid-Market Swap Rate Quotations, as
determined by the calculation agent. If only one or none of the Reference Banks
provides the calculation agent with a Mid-Market Swap Rate Quotation, the interest will
be determined to be the rate of interest as at the last preceding Reset Date or, in the case
of the initial Reset Determination Date, 6.375%.

Interest Payment Dates
Interest on the Securities, if any, will be payable in arrear on March 30 and September
30 of each year, beginning on September 30, 2015.

Discretionary Interest Payments
We will have sole and absolute discretion at all times and for any reason to cancel (in
whole or in part) any interest payment that would otherwise be payable on any interest
payment date.

Restriction on Interest Payments
Except to the extent permitted in the following paragraph in respect of partial interest
payments, we will not make an interest payment on any interest payment date (and such
interest payment will therefore be deemed to have been cancelled and thus will not be
due and payable on such interest payment date) if:
http://www.sec.gov/Archives/edgar/data/1089113/000119312515103332/d891456d424b5.htm[3/25/2015 3:16:53 PM]

424B5

(a)
we have an amount of Distributable Items on such interest payment date that is
less than the sum of (i) all distributions or interest payments made or declared
by us since the end of the last financial year and prior to such interest payment
date on or in respect of any Parity Securities, the Securities and any Junior

Securities and (ii) all distributions or interest payments payable by us (and not
cancelled or deemed to have been cancelled) on such interest payment date on
or in respect of any Parity Securities, the Securities and any Junior Securities,
in the case of each of (i) and (ii), excluding any payments already accounted
for in determining the Distributable Items; or

(b)
the Solvency Condition is not satisfied in respect of such interest payment.

We may, in our sole discretion, elect to make a partial interest payment on the Securities

on any interest payment date, only to the

S-9
Table of Contents
extent that such partial interest payment may be made without breaching the restriction
in the preceding paragraph. For the avoidance of doubt, the portion of interest not paid

on the relevant interest payment date will be deemed to have been cancelled and thus
will not be due and payable on such interest payment date.

"Distributable Items" means the amount of our profits at the end of the last financial
year plus any profits brought forward and reserves available for that purpose before
distributions to holders of the Securities and any Parity Securities and Junior Securities
less any losses brought forward, profits which are non-distributable pursuant to the
Companies Act 2006 (UK) (the "Companies Act") or other provisions of English law

from time to time applicable to us or our Memorandum and Articles of Association (our
"Articles of Association") and sums placed to non-distributable reserves in accordance
with the Companies Act or other provisions of English law from time to time applicable
to us or our Articles of Association, those losses and reserves being determined on the
basis of our individual accounts and not on the basis of our consolidated accounts.

"Junior Securities" means, in respect of the Securities, (i) any of our ordinary shares or
our other securities that rank, or are expressed to rank, junior to the Securities in our
winding-up or administration as described under "Description of the Securities--
Subordination" and/or (ii) any securities issued by any other member of the HSBC

Group where the terms of such securities benefit from a guarantee or support agreement
entered into by us that ranks, or is expressed to rank, junior to the Securities in our
winding-up or administration as described under "Description of the Securities--
Subordination" and/or (iii) any of our capital instruments that qualify as common equity
Tier 1 instruments under the Capital Instruments Regulations.

"Parity Securities" means, (i) the most senior ranking class or classes of preference
shares in our capital from time to time and any other of our securities ranking, or
expressed to rank, pari passu with the Securities and/or such senior preference shares in
our winding-up or administration as described under "Description of the Securities--

Subordination," and/or (ii) any securities issued by any other member of the HSBC
Group where the terms of such securities benefit from a guarantee or support agreement
entered into by us which ranks or is expressed to rank pari passu with the Securities
and/or such senior preference shares in our winding-up or administration as described
under "Description of the Securities--Subordination ."

"Solvency Condition" means the condition that, other than in the event of our winding-
http://www.sec.gov/Archives/edgar/data/1089113/000119312515103332/d891456d424b5.htm[3/25/2015 3:16:53 PM]

Document Outline

#1">
- #1">