Obligation HSBC Global plc 6.875% ( US404280EH85 ) en USD

HSBC Global plc

103.244 % ▲

Royaume-uni

US404280EH85 ( en USD )

6.875% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation HSBC Holdings plc US404280EH85 en USD 6.875%, échéance Perpétuelle

200 000 USD

1 350 000 000 USD

404280EH8

11/03/2026 ( Dans 120 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 US404280EH85, paye un coupon de 6.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-277306
PROSPECTUS SUPPLEMENT
(To prospectus dated February 23, 2024)
HSBC Holdings plc
$1,350,000,000 6.875% Perpetual Subordinated Contingent Convertible Securities
(Callable During Any 2030 Securities Optional Redemption Period)
$1,150,000,000 6.950% Perpetual Subordinated Contingent Convertible Securities
(Callable During Any 2034 Securities Optional Redemption Period)
We are offering $1,350,000,000 principal amount of 6.875% Perpetual Subordinated Contingent Convertible Securities (Callable During Any 2030 Securities Optional Redemption Period) (such series of securities, the "2030
Securities") and $1,150,000,000 principal amount of 6.950% Perpetual Subordinated Contingent Convertible Securities (Callable During Any 2034 Securities Optional Redemption Period) (such series, the "2034 Securities"). The
Securities (as defined below) will be issued pursuant to the indenture dated August 1, 2014 (as amended and supplemented from time to time), as amended and supplemented by a fifteenth supplemental indenture, with respect to the
2030 Securities, and a sixteenth supplemental indenture, with respect to the 2034 Securities, both of which are expected to be entered into on September 11, 2024 (together with the fifteenth supplemental indenture or the sixteenth
supplemental indenture, as applicable, the "Indenture"). The "Securities" means either the 2030 Securities or the 2034 Securities, or both of them together, as applicable.
From (and including) September 11, 2024 (the "Issue Date") to (but excluding) March 11, 2030 (such date and each fifth anniversary date thereafter, a "2030 Securities Reset Date"), the interest rate on the 2030 Securities will be
6.875% per annum. From and including each 2030 Securities Reset Date to (but excluding) the next following 2030 Securities Reset Date, the applicable per annum interest rate will be equal to the sum of the applicable Reference Rate
on the relevant Reset Determination Date and 3.298%. Subject to cancellation as described further below, we will pay interest on the 2030 Securities, if any, in arrear on March 11 and September 11 of each year, beginning on March 11,
2025.
From (and including) the Issue Date to (but excluding) September 11, 2034 (such date and each fifth anniversary date thereafter, a "2034 Securities Reset Date"), the interest rate on the 2034 Securities will be 6.950% per annum.
From and including each 2034 Securities Reset Date to (but excluding) the next following 2034 Securities Reset Date, the applicable per annum interest rate will be equal to the sum of the applicable Reference Rate on the relevant
Reset Determination Date and 3.191%. Subject to cancellation as described further below, we will pay interest on the 2034 Securities, if any, in arrear on March 11 and September 11 of each year, beginning on March 11, 2025.
The interest rate following any Reset Date (as defined below) may be less than the interest rate that applies immediately prior to such Reset Date, including the initial interest rate of 6.875% for the 2030 Securities
and 6.950% for the 2034 Securities. 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). A "Reset Date" means either a 2030 Securities Reset Date or a 2034 Securities Reset Date, as applicable.
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 2030 Securities in our sole discretion 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) during any 2030 Securities Optional Redemption Period (as defined below). We may redeem the 2034 Securities in our sole discretion 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) during any 2034 Securities Optional Redemption Period (as defined below). Moreover,
we may redeem the Securities upon the occurrence of certain tax and 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 on behalf of the securityholders (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 $3.550 and/or the U.S. dollar equivalent of the initial Conversion Shares Offer Price of £2.70 per Conversion Share, 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 (which, for these purposes, includes 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 on behalf of the securityholders (or
to 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) acknowledge and 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 (which, for these purposes, includes each beneficial owner) will acknowledge, accept, consent and agree, notwithstanding any other term of the Securities, the
Indenture or any other agreements, arrangements or understandings between us and any securityholder, to be bound by (a) the effect of the exercise of any UK bail-in power (as defined herein) by the relevant UK
resolution authority (as defined herein); and (b) the variation of the terms of the Securities or the Indenture, 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. For these purposes, "Amounts Due" are the principal amount of, and any accrued and unpaid interest, including any Additional Amounts, on, the
Securities. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of any UK bail-in power by the relevant UK resolution authority. See
"Description of the Securities--Agreement with Respect to the Exercise of UK Bail-in Power." Moreover, each securityholder (which, for these purposes, includes each beneficial owner) 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 Securities.

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 (which, for these purposes, includes each beneficial owner), to the extent permitted by the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), 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 trading as Euronext Dublin ("Euronext Dublin") for the approval of this document as listing particulars. Application has been made to Euronext Dublin for the
Securities to be admitted to the Official List and to trading on the Global Exchange Market of Euronext Dublin (the "GEM"). The GEM is not a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II") or
Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom ("UK") by virtue of the European Union (Withdrawal) Act 2018, as amended (the "EUWA") ("UK MiFIR"). Admission to the Official List and
trading on the GEM is expected to begin within 30 days of the initial delivery of the Securities.
The Securities are not deposit liabilities of HSBC Holdings and are not covered by the United Kingdom Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or
any other governmental agency of the UK, the United States or any other jurisdiction. Investing in the Securities involves certain risks. See "Risk Factors" beginning on Page S-28.
Pursuant to the UK Financial Conduct Authority Conduct of Business Sourcebook ("COBS") the Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold or
otherwise made available to retail clients (as defined in COBS 3.4) in the UK.
IMPORTANT--PRIIPs REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS. The Securities are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "IDD"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail investors in
the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
IMPORTANT--UK PRIIPs REGULATION / PROHIBITION OF SALES TO UK RETAIL INVESTORS. The Securities are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No
2017/565 as it forms part of UK domestic law by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part
of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the Securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to
any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Prospective investors are referred to the sections headed "PRIIPs Regulation--Prohibition of sales to EEA retail investors" and "UK PRIIPs Regulation--Prohibition of sales to UK retail investors" on page S-3 of
this prospectus supplement.
Unless otherwise defined, terms that are defined in "Description of the Securities" beginning on page S-57 have the same meaning when used on this cover page.
Neither the Securities and Exchange Commission (the "SEC") 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.

Per 2030 Security
Total

Per 2034 Security
Total

Public Offering Price(1)

100.000%
$1,350,000,000

100.000%
$1,150,000,000
Underwriting Discount

1.000%
$
13,500,000

1.000%
$
11,500,000
Proceeds to us (before expenses)

99.000%
$1,336,500,000

99.000%
$1,138,500,000
(1)
Plus accrued interest, if any, from September 11, 2024.
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the Securities. In addition, HSBC Securities (USA) Inc. ("HSI") or another of our affiliates may use this prospectus supplement and
the accompanying prospectus in a market-making transaction in any of the Securities after their initial sale. In connection with any use of this prospectus supplement and the accompanying prospectus by HSI 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 S.A. and
Euroclear Bank SA/NV on or about September 11, 2024.
Sole Structuring Adviser and Book-Running Manager
HSBC
The date of this prospectus supplement is September 4, 2024.

TABLE OF CONTENTS
Prospectus Supplement
Prospectus
Certain Definitions and Presentation of Financial and Other
About This Prospectus

4
Data

S-8
Certain Definitions and Presentation of Financial Information

4
Limitations on Enforcement of U.S. Laws Against Us, Our
Limitation on Enforcement of U.S. Laws against Us, our
Management and Others

S-9
Management and Others

5
Cautionary Statement Regarding Forward-Looking
Cautionary Statement Regarding Forward-Looking Statements

5
Statements
S-10
Where You Can Find More Information About Us

5
Where You Can Find More Information About Us
S-10
HSBC

7
Summary of the Offering
S-12
Risk Factors

8
Summary of Risk Factors
S-26
Use of Proceeds

9
Risk Factors
S-28
Consolidated Capitalization and Indebtedness of HSBC Holdings
HSBC Holdings plc
S-54
plc

10
Use of Proceeds
S-55
Description of Debt Securities

11
Consolidated Capitalization and Indebtedness of HSBC
Description of Contingent Capital Securities

31
Holdings plc
S-56
Description of Ordinary Shares

43
Description of the Securities
S-57
Taxation

50
Taxation
S-96
Underwriting (Conflicts of Interest)

61
Certain ERISA Considerations
S-102
Legal Opinions

69
Underwriting (Conflicts of Interest)
S-104
Expert

69
Trading in Ordinary Shares and ADSs by Us and Our
Affiliates
S-113
Legal Opinions
S-114
Experts
S-115
S-1

Restrictions on marketing and sales to retail investors
1.
The Securities discussed in this document are complex financial instruments. They are not a suitable or appropriate investment for all
investors, especially retail 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. Potential investors in the Securities should inform themselves of, and
comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial interests
therein).
2.
a.
In the UK, the COBS requires, in summary, that the Securities should not be offered or sold to retail clients (as defined in

COBS 3.4, and each, a "retail client") in the UK.

b.
Some or all of the underwriters are required to comply with COBS.
c.
By purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities) from

HSBC Holdings and/or the underwriters, each prospective investor represents, warrants, agrees with and undertakes to
HSBC Holdings and each of the underwriters that:

i.
it is not a retail client in the UK; and
ii.
it will not sell or offer the Securities (or any beneficial interests therein) to retail clients in the UK or
communicate (including the distribution of this prospectus supplement or the accompanying prospectus) or

approve an invitation or inducement to participate in, acquire or underwrite the Securities (or any beneficial
interests therein) where that invitation or inducement is addressed to or disseminated in such a way that it is
likely to be received by a retail client in the UK.
d.
In selling or offering Securities or making or approving communications relating to the Securities, it may not rely on the

limited exemptions set out in COBS.
e.
Potential investors in the Securities should also inform themselves of, and comply with, any applicable laws, regulations or

regulatory guidance with respect to any resale of the Securities (or any beneficial interests therein).
3.
The obligations in paragraph 2 above are in addition to the need to comply at all times with other applicable laws, regulations and
regulatory guidance (whether inside or outside the EEA or the UK) relating to the promotion, offering, distribution and/or sale of the
Securities (or any beneficial interests therein), whether or not specifically mentioned in this prospectus supplement or the accompanying
prospectus, including (without limitation) any requirements under MiFID II or the FCA Handbook as to determining the appropriateness

and/or suitability of an investment in the Securities (or any beneficial interests therein) for investors in any relevant jurisdiction. By
purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities) from HSBC Holdings
and/or the underwriters each prospective investor represents, warrants, agrees with and undertakes to HSBC Holdings that it will comply
at all times with all such other applicable laws, regulations and regulatory guidance.
4.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any

Securities (or any beneficial interests therein) from HSBC Holdings and/or the underwriters the foregoing representations, warranties,
agreements and undertakings will be given by and be binding upon both the agent and its underlying client.
S-2

PRIIPS Regulation--Prohibition of sales to EEA retail investors
The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the EEA. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II; or (ii) a customer within the meaning of the IDD, where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by the PRIIPs Regulation for offering or selling the
Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPS Regulation--Prohibition of sales to UK retail investors
The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to
any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of
Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of
the EUWA. Consequently, no key information document required by the UK PRIIPs Regulation for offering or selling the Securities or otherwise
making them available to retail investors in the UK has been prepared and therefore offering or selling the Securities or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
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 SEC and incorporated by reference, is accurate as of any date 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 issue of the Securities, HSI as the stabilization manager (or any person acting on behalf of it) may, to the extent permitted
by laws or regulations, over-allot the Securities 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, stabilization may not necessarily occur. Any stabilization action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Securities is made and, if begun, may cease at any time, but it must end no later than the
earlier of 30 days after the Issue Date and 60 days after the date of the allotment of the Securities. Any stabilization action or over-allotment must be
conducted by HSI as the relevant stabilization manager (or any person acting on behalf of it) in accordance with all applicable laws and rules.
S-3

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 (U.S. dollars) is different from the currency in which such 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;
·
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) fall
within Article 49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii) are outside the UK,
or (iv) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) 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 the Securities in the EEA will be made pursuant to an exemption
under Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation") from the requirement to produce a prospectus for offers of the Securities.
Neither we nor any of the underwriters have authorized, nor do we or any of the underwriters authorize, the making of any offer of the Securities in
circumstances in which an obligation arises for us or the underwriters to publish a prospectus for such offer.
S-4

Neither we nor the underwriters have authorized, nor do we authorize, the making of any offer of Securities through any financial intermediary, other
than offers made by the underwriters which constitute the final placement of the Securities contemplated in this prospectus supplement.
This prospectus supplement has been prepared on the basis that any offer of Securities in the UK will be made pursuant to an exemption under
Section 86 of the FSMA from the requirement to produce a prospectus for offers of Securities. Neither we nor any of the underwriters have authorized,
nor do we or any of the underwriters authorize, the making of any offer of the Securities in circumstances in which an obligation arises for us or the
underwriters to publish a prospectus for such offer. Neither we nor the underwriters have authorized, nor do we authorize, the making of any offer of
Securities through any financial intermediary, other than offers made by the underwriters, which constitute the final placement of the Securities
contemplated in this prospectus supplement.
Each securityholder (which, for these purposes, includes 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.
Notice to Canadian Investors
No prospectus has been filed with any securities commission or similar regulatory authority in Canada in connection with the offer and sale of the
Securities. No securities commission or similar regulatory authority in Canada has reviewed or in any way passed upon this prospectus supplement or on
the merits of the Securities and any representation to the contrary is an offense.
The Securities may be offered or sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors (as
defined in National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or subsection 73.3(1) of the Securities Act (Ontario)) that are also
permitted clients (as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations) and that are
not a person created or used solely to purchase or hold securities as an accredited investor as described in paragraph (m) of the definition of "accredited
investor". Any resale of the Securities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this
prospectus supplement and the accompanying prospectus (including any amendment hereto or thereto) contains a misrepresentation; provided that the
remedies for rescission or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Canadian purchasers are advised that this document has been prepared in reliance on section 3A.3 of National Instrument 33-105 Underwriting
Conflicts ("NI 33-105"). Pursuant to section 3A.3 of NI 33-105, this document is exempt from the requirement that the issuer provide Canadian
investors with certain conflicts of interest disclosure as would otherwise be required pursuant to subsection 2.1(1) of NI 33-105.
S-5

We are not a member institution of the Canada Deposit Insurance Corporation. The liability incurred by us through the issuance and sale of the
Securities is not a deposit. We are not regulated as a financial institution in Canada.
Each Canadian investor confirms its express wish that all documents evidencing or relating to the sale of the Securities and all other contracts and
related documents be drafted in the English language. Chaque investisseur canadien confirme sa volonté expresse que tous les documents attestant de la
vente des titres ou s'y rapportant ainsi que tous les autres contrats et documents s'y rattachant soient rédigés en langue anglaise.
Important Notice to Prospective Investors Pursuant to Paragraph 21 of the Hong Kong SFC Code of Conduct
Prospective investors should be aware that certain intermediaries in the context of this offering of the Securities, including certain underwriters,
are "capital market intermediaries" ("CMIs") subject to Paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities
and Futures Commission (the "SFC Code"). This notice to prospective investors is a summary of certain obligations the SFC Code imposes on such
CMIs, which require the attention and cooperation of prospective investors. Certain CMIs may also be acting as "overall coordinators" ("OCs") for this
offering and are subject to additional requirements under the SFC Code.
Prospective investors who are the directors, employees or major shareholders of HSBC Holdings, a CMI or its group companies would be
considered under the SFC Code as having an association ("Association") with HSBC Holdings, the CMI or the relevant group company. Prospective
investors associated with HSBC Holdings or any CMI (including its group companies) should specifically disclose this when placing an order for the
Securities and should disclose, at the same time, if such orders may negatively impact the price discovery process in relation to this offering. Prospective
investors who do not disclose their Associations are hereby deemed not to be so associated. Where prospective investors disclose their Associations but
do not disclose that such order may negatively impact the price discovery process in relation to this offering, such order is hereby deemed not to
negatively impact the price discovery process in relation to this offering.
Prospective investors should ensure, and by placing an order prospective investors are deemed to confirm, that orders placed are bona fide, are not
inflated and do not constitute duplicated orders (i.e. two or more corresponding or identical orders placed via two or more CMIs). If a prospective
investor is an asset management arm affiliated with any underwriter, such prospective investor should indicate when placing an order if it is for a fund or
portfolio where the underwriter or its group company has more than 50% interest, in which case it will be classified as a "proprietary order" and subject
to appropriate handling by CMIs in accordance with the SFC Code and should disclose, at the same time, if such "proprietary order" may negatively
impact the price discovery process in relation to this offering. Prospective investors who do not indicate this information when placing an order are
hereby deemed to confirm that their order is not a "proprietary order". If a prospective investor is otherwise affiliated with any underwriter, such that its
order may be considered to be a "proprietary order" (pursuant to the SFC Code), such prospective investor should indicate to the relevant underwriter
when placing such order. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that their order
is not a "proprietary order". Where prospective investors disclose such information but do not disclose that such "proprietary order" may negatively
impact the price discovery process in relation to this offering, such "proprietary order" is hereby deemed not to negatively impact the price discovery
process in relation to this offering.
Prospective investors should be aware that certain information may be disclosed by CMIs (including private banks) which is personal and/or
confidential in nature to the prospective investor. By placing an order, prospective investors are deemed to have understood and consented to the
collection, disclosure, use and transfer of such information by the underwriter and/or any other third parties as may be required by the SFC Code,
including to HSBC Holdings, any OCs, relevant regulators and/or any other third parties as may be required by
S-6

the SFC Code, it being understood and agreed that such information shall only be used for the purpose of complying with the SFC Code, during the
bookbuilding process for this offering. Failure to provide such information may result in that order being rejected.
S-7

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.
Presentation of Financial Information
The annual consolidated financial statements of the HSBC Group comply with UK-adopted international accounting standards and with the
requirements of the UK Companies Act 2006, and have also applied international financial reporting standards adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union ("EU"). These financial statements are also prepared in accordance with International Financial
Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), including interpretations issued by the
IFRS Interpretations Committee, as there are no applicable differences from IFRS Accounting Standards for the periods presented. As of December 31,
2023, there were no unendorsed standards effective for the year ended December 31, 2023 affecting the consolidated financial statements included in
our Annual Report on Form 20-F for the year ended December 31, 2023, filed with the SEC on February 22, 2024 (the "2023 Form 20-F"). The U.S.
dollar is used as the presentation currency in the annual consolidated financial statements of the HSBC Group, and it is also the functional currency of
HSBC Holdings plc.
The interim condensed consolidated financial statements of the HSBC Group have been prepared on the basis of the policies set out in the
consolidated financial statements included in the 2023 Form 20-F, and in accordance with IAS 34 "Interim Financial Reporting" as adopted by the UK,
IAS 34 "Interim Financial Reporting" as issued by the International Accounting Standards Board ("IASB"), IAS 34 "Interim Financial Reporting" as
adopted by the EU and the Disclosure Guidance and Transparency Rules sourcebook of the UK's Financial Conduct Authority. The interim condensed
consolidated financial statements should be read in conjunction with the 2023 Form 20-F. As of June 30, 2024, there were no unendorsed standards
effective for the six-month period ended June 30, 2024 affecting the HSBC Group's interim condensed consolidated financial statements included in our
Interim Report for the six-month period ended June 30, 2024, furnished under cover of Form 6-K to the SEC on July 31, 2024 (the "2024 Interim
Report"), and there was no difference between IFRS Accounting Standards adopted by the UK, IFRS Accounting Standards as adopted by the EU and
IFRS Accounting Standards issued by the IASB in terms of their application to HSBC. These financial statements were also prepared in accordance with
IFRS as issued by the IASB, including interpretations issued by the IFRS.
With the exception of the capital ratios presented under "HSBC Holdings plc," the financial information presented in this document relating to the
year ended December 31, 2023 complies with UK-adopted international accounting standards, the requirements of the UK Companies Act 2006 and
with international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the EU, and is prepared in accordance
with IFRS Accounting Standards, including interpretations issued by the IFRS Interpretations Committee, as there are no applicable differences from
IFRS Accounting Standards for the periods presented. See "Where You Can Find More Information About Us."
Currency
In this prospectus supplement, all references to (i) "U.S. dollars," "US$," "dollars" or "$" are to the lawful currency of the United States of
America and (ii) "sterling," "pounds sterling" or "£" are to the lawful currency of the UK.
S-8