EX-4.2





 Exhibit 4.2 
  

 
  

HSBC HOLDINGS PLC, 
 as Issuer 

THE BANK OF NEW YORK MELLON, LONDON BRANCH, 

as Trustee 
 HSBC BANK USA,
NATIONAL ASSOCIATION, 
 as Paying Agent, Registrar and Calculation Agent 

 
  

FIFTH SUPPLEMENTAL INDENTURE 

Dated as of November 3, 2022 
  

 
 To the Dated
Subordinated Debt Securities Indenture, dated as of March 12, 2014, among the Issuer, the 
 Trustee and the Paying Agent,
Registrar and Exchange Rate Agent 
 $2,000,000,000 8.113% Fixed Rate/Floating Rate Subordinated Notes due 2033 

 
  

 












 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	ARTICLE 1 DEFINITIONS	  	 	1	 
			
	 SECTION 1.01.
	 	 Definition of Terms
	  	 	1	 
	 SECTION 1.02.
	 	 Supplemental Definitions
	  	 	2	 
		
	ARTICLE 2 THE NOTES	  	 	7	 
			
	 SECTION 2.01.
	 	 Terms Relating to Principal and Interest on the Notes
	  	 	7	 
	 SECTION 2.02.
	 	 Capital Disqualification Event Redemption
	  	 	9	 
		
	ARTICLE 3 INTEREST CALCULATION IN RESPECT OF THE NOTES	  	 	9	 
			
	 SECTION 3.01.
	 	 Interest Rate Terms Specific to the Notes
	  	 	9	 
	 SECTION 3.02.
	 	 Calculation of the Benchmark
	  	 	10	 
	 SECTION 3.03.
	 	 Benchmark Transition Provisions
	  	 	12	 
		
	ARTICLE 4 AMENDMENTS TO THE BASE INDENTURE APPLICABLE TO THE NOTES ONLY	  	 	14	 
			
	 SECTION 4.01.
	 	 Notice of Redemption
	  	 	14	 
	 SECTION 4.02.
	 	 Applicability of Article
	  	 	15	 
	 SECTION 4.03.
	 	 Par Redemption
	  	 	16	 
	 SECTION 4.04.
	 	 Events of Default and Defaults
	  	 	16	 
	 SECTION 4.05.
	 	 Additional Amounts
	  	 	17	 
	 SECTION 4.06.
	 	 Execution, Authentication, Delivery and Dating
	  	 	19	 
	 SECTION 4.07.
	 	 Unconditional Right of Holders to Receive Principal, Premium and Interest, if any
	  	 	20	 
		
	ARTICLE 5 UK BAIL-IN POWER	  	 	20	 
			
	 SECTION 5.01.
	 	 Agreement with Respect to the Exercise of the UK
Bail-in Power
	  	 	20	 
	 SECTION 5.02.
	 	 Duties of the Trustee upon Exercise of the UK Bail-in
Power
	  	 	20	 
	 SECTION 5.03.
	 	 Event of Default and Default
	  	 	21	 
	 SECTION 5.04.
	 	 Supplemental Indentures
	  	 	21	 
	 SECTION 5.05.
	 	 DTC
	  	 	21	 
	 SECTION 5.06.
	 	 Outstanding Notes
	  	 	21	 
	 SECTION 5.07.
	 	 Records Adjustment
	  	 	21	 
		
	ARTICLE 6 MISCELLANEOUS	  	 	22	 
			
	 SECTION 6.01.
	 	 Effect of this Supplemental Indenture; Ratification and Integral Part
	  	 	22	 
	 SECTION 6.02.
	 	 Priority
	  	 	22	 
	 SECTION 6.03.
	 	 Successors and Assigns
	  	 	22	 
	 SECTION 6.04.
	 	 Subsequent Holders’ Agreement
	  	 	22	 
	 SECTION 6.05.
	 	 Compliance
	  	 	22	 


  
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 TABLE OF CONTENTS 

(continued) 
  

							
	 	 	 	  	Page	 
	 SECTION 6.06.
	 	 Relation to Calculation Agent Agreement
	  	 	22	 
	 SECTION 6.07.
	 	 Governing Law
	  	 	22	 
	 SECTION 6.08.
	 	 Counterparts
	  	 	23	 
	 SECTION 6.09.
	 	 Entire Agreement
	  	 	23	 

 EXHIBIT A – Form of 8.113% Fixed Rate/Floating Rate Global Security 

  
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 FIFTH SUPPLEMENTAL INDENTURE, dated as of November 3, 2022 (this “Supplemental
Indenture”), by and among HSBC Holdings plc, a public limited company duly organized and existing under the laws of England and Wales (the “Company”), having its principal office at 8 Canada Square, London E14 5HQ, England,
The Bank of New York Mellon, London Branch, a New York banking corporation, as trustee (the “Trustee”), having its principal corporate trust office at 160 Queen Victoria Street, London, EC4V 4LA, United Kingdom, and HSBC Bank USA,
National Association, as Paying Agent, Registrar and Calculation Agent (together, the “Agent”), having its principal office at 452 Fifth Avenue, New York, New York 10018. 

W I T N E S S E T H: 

WHEREAS, the Company, the Trustee and the Agent have executed and delivered an Indenture dated as of March 12, 2014 (as amended or
supplemented from time to time, the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), to provide for the issuance of the Company’s Debt Securities; 

WHEREAS, Section 9.01(5) of the Base Indenture provides that the Company and the Trustee may enter into a supplemental indenture
to establish the forms or terms of the Debt Securities of any series without the consent of the Holders as permitted under Sections 2.01 and 3.01 of the Base Indenture; 

WHEREAS, the Company desires to issue a series of Debt Securities under the Base Indenture (as supplemented and amended by this
Supplemental Indenture), $2,000,000,000 8.113% Fixed Rate/Floating Rate Subordinated Notes due 2033 (such series of Debt Securities, the “Notes”), to be issued pursuant to this Supplemental Indenture; 

WHEREAS, all conditions and requirements necessary to make this Supplemental Indenture a valid and binding instrument in accordance
with the terms of the Base Indenture have been performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized; 

NOW, THEREFORE, each party agrees as follows for the benefit of the other parties and the equal and ratable benefit of the Holders.

 ARTICLE 1 
 DEFINITIONS

 SECTION 1.01. Definition of Terms. For all purposes of this Supplemental Indenture: 

(a) capitalized terms used herein but not otherwise defined shall have the meanings assigned to them in the Base Indenture;

 (b) all other terms used herein that are defined in the Trust Indenture Act, either directly or by reference therein, have
the meanings assigned to them therein; 
 (c) the singular includes the plural and vice versa; 

(d) the use of “or” is not intended to be exclusive unless expressly indicated otherwise; 

(e) the section headings herein are for convenience only and shall not affect the construction of this Supplemental Indenture;













 (f) wherever the words “include,” “includes” or
“including” are used in this Supplemental Indenture, they shall be deemed to be followed by the words “without limitation”; 

(g) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this
Indenture as a whole and not to any particular Article, Section or other subdivision.; and 
 (h) the references herein to a
specific Section, Article or Exhibit refer to Sections or Articles of, or an Exhibit to, this Supplemental Indenture, unless otherwise specified. 

SECTION 1.02. Supplemental Definitions. The following definitions shall apply to the Notes only: 

(a) “Additional Amounts” has the meaning set forth in Section 4.04. 

(b) “Agent” has the meaning set forth in the introduction to this Supplemental Indenture; 

(c) “Amounts Due” means the principal amount of, and any accrued but unpaid interest, including any Additional
Amounts, on, the Notes. 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; 
 (d) “Applicable Currency” means Dollars; 

(e) “Applicable Rules” means, at any time, the laws, regulations, requirements, guidelines and policies
relating to capital adequacy (including, without limitation, as to leverage) then in effect in the United Kingdom including, without limitation to the generality of the foregoing, the UK CRR, the Banking Act and any regulations, requirements,
guidelines and policies relating to capital adequacy adopted by the Relevant Regulator from time to time (whether or not such requirements, guidelines or policies are applied generally or specifically to the Company or to the Company and any of its
holding or subsidiary companies or any subsidiary of any such holding company), in each case as amended, supplemented or replaced from time to time; 

(f) “Banking Act” means the UK Banking Act 2009, as amended; 

(g) “Base Indenture” has the meaning set forth in the recitals to this Supplemental Indenture; 

(h) “Benchmark” has the meaning set forth in Section 3.02(a); 

(i) “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by
the Company (in consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in consultation with the Company) as of the Benchmark Replacement Date: 

(i) the sum of: (A) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body
as the replacement for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (B) the Benchmark Replacement Adjustment; 

  
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 (ii) the sum of: (A) the ISDA Fallback Rate and (B) the Benchmark
Replacement Adjustment; and 
 (iii) the sum of: (A) the alternate rate of interest that has been selected by the
Company (in consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in consultation with the Company) as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due
consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for Dollar-denominated floating rate notes at such time and (B) the Benchmark Replacement Adjustment;. 

(j) “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be
determined by the Company (in consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in consultation with the Company) as of the Benchmark Replacement Date: 

(i) the spread adjustment (which may be a positive or negative value or zero) that has been (A) selected or recommended by
the Relevant Governmental Body or (B) determined by the Company (in consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in consultation with the Company) in accordance with the method for
calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement; 

(ii) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback
Adjustment; 
 (iii) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the
Company (in consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in consultation with the Company) giving due consideration to industry-accepted spread adjustments (if any), or method for calculating
or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated floating rate notes at such time; 

(k) “Benchmark Replacement Conforming Changes” has the meaning set forth in Section 3.03(b); 

(l) “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the
then-current Benchmark: 
 (i) in the case of clause (i) or (ii) of the definition of “Benchmark Transition
Event,” the later of (A) the date of the public statement or publication of information referenced therein and (B) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or

 (ii) in the case of clause (iii) of the definition of “Benchmark Transition Event,” the date of the public
statement or publication of information referenced therein. 

  
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 For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date
occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination; 

(m) “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to
the then-current Benchmark: 
 (i) a public statement or publication of information by or on behalf of the administrator of
the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to
provide the Benchmark; 
 (ii) a public statement or publication of information by the regulatory supervisor for the
administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark
or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely,
provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or 

(iii) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark
announcing that the Benchmark is no longer representative; 
 (n) “Benchmark Transition Provisions” has the
meaning set forth in Section 3.03; 
 (o) “Business Day” means a day on which commercial banks and
foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England, and in the City of New York, New York; 

(p) “Calculation Agent” means HSBC Bank USA, National Association, or its successor appointed by the Company
pursuant to the Calculation Agent Agreement; 
 (q) “Calculation Agent Agreement” means the calculation
agent agreement dated as of the Issue Date between the Company and the Calculation Agent; 
 (r) “Capital
Disqualification Event” means an event that shall be deemed to have occurred if the Company determines, at any time after the Issue Date, there is a change in the regulatory classification of the Notes that results or will result in either
their: 
 (i) exclusion in whole or in part from the regulatory capital for the HSBC Group; or 

(ii) reclassification in whole or in part as a form of regulatory capital of the HSBC Group that is lower than Tier 2 capital
(if any); 
 (s) “Capital Disqualification Event Redemption” has the meaning set forth in Section 2.02;


  
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 (t) “Company” has the meaning set forth in the introduction
to this Supplemental Indenture; 
 (u) “Compounded Daily SOFR” has the meaning set forth in
Section 3.02(b); 
 (v) “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor
(including overnight) having approximately the same length (disregarding business day adjustments) as the applicable tenor for the then-current Benchmark; 

(w) “d” has the meaning set forth in Section 3.02(b); 

(x) “d0” has the meaning set forth in
Section 3.02(b); 
 (y) “designee” means an Affiliate or any other agent of the Company; 

(z) “Determination Agent” means an investment bank or financial institution of international standing selected
by the Company (which may be the Calculation Agent or an Affiliate of the Company); 
 (aa) “EUWA” means the
European Union (Withdrawal) Act 2018, as amended; 
 (bb) “Fixed Rate Period” has the meaning set forth in
Section 3.01(a); 
 (cc) “Fixed Rate Period Interest Payment Date” means May 3 and November 3
of each year, beginning on May 3, 2023; 
 (dd) “Floating Rate Period” has the meaning set forth in
Section 3.01(b); 
 (ee) “Floating Rate Period Interest Payment Date” means February 3, 2033,
May 3, 2033, August 3, 2033 and November 3, 2033; 
 (ff) “HSBC Group” means the Company
together with its subsidiary undertakings; 
 (gg) “i” has the meaning set forth in Section 3.02(b);

 (hh) “Initial Interest Rate” means 8.113% per annum; 

(ii) “Interest Determination Date” means the third Business Day preceding the applicable Interest Payment
Date; 
 (jj) “Indenture” has the meaning set forth in the recitals to this Supplemental Indenture; 

(kk) “Interest Payment Date” means a Fixed Rate Period Interest Payment Date or a Floating Rate Period
Interest Payment Date, as applicable; 
 (ll) “ISDA Definitions” means the 2006 ISDA Definitions published
by the International Swaps and Derivatives Association, Inc. (“ISDA”) or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to
time; 

  
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 (mm) “ISDA Fallback Adjustment” means the spread adjustment
(which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable
tenor; 
 (nn) “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing
the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment; 

(oo) “Issue Date” has the meaning set forth in Section 2.01(c) of Article 2 of this Supplemental
Indenture; 
 (pp) “Margin” has the meaning set forth in Section 3.01(b); 

(qq) “Maturity Date” has the meaning set forth in Section 2.01(c) of Article 2 of this Supplemental
Indenture; 
 (rr) “ni” has the meaning set
forth in Section 3.02(b); 
 (ss) “Notes” has the meaning set forth in the recitals to this
Supplemental Indenture; 
 (tt) “NY Federal Reserve’s Website” means the website of the Federal Reserve
Bank of New York at http://www.newyorkfed.org (or any successor website); 
 (uu) “Par Redemption” has the
meaning set forth in Section 4.03; 
 (vv) “Par Redemption Date” means November 3, 2032; 

(ww) “PRA” means the UK Prudential Regulation Authority or any successor entity; 

(xx) “Reference Time” means (i) if the Benchmark is Compounded Daily SOFR, for each USGS Business Day,
3:00 p.m. (New York time) on the next succeeding USGS Business Day, and (ii) if the Benchmark is not Compounded Daily SOFR, the time determined by the Company (in consultation, to the extent practicable, with the Calculation Agent) or the
Company’s designee (in consultation with the Company) in accordance with the Benchmark Replacement Conforming Changes; 

(yy) “Regular Record Date” has the meaning set forth in Section 2.01(d) of Article 2 of this Supplemental
Indenture; 
 (zz) “Relevant Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of
New York (“NY Federal Reserve”), or a committee officially endorsed or convened by the Federal Reserve and/or the NY Federal Reserve or any successor thereto; 

(aaa) “Relevant Regulator” means the PRA or any successor entity or other entity primarily responsible for the
prudential supervision of the Company; 

  
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 (bbb) “Relevant Supervisory Consent” means, in relation to
any redemption or purchase of the Notes, any required permission of the Relevant Regulator applicable to the Company. For the avoidance of doubt, Relevant Supervisory Consent will not be required if either (i) none of the Notes qualify as part
of the Company’s regulatory capital pursuant to the Applicable Rules, (ii) the relevant Notes are repurchased for market-making purposes in accordance with any permission given by the Relevant Regulator pursuant to the Applicable Rules
within the limits prescribed in such permission or (iii) the relevant Notes are being redeemed or repurchased pursuant to any general prior permission granted by the Relevant Regulator pursuant to the Applicable Rules within the limits
prescribed in such permission; 
 (ccc) “Relevant UK Resolution Authority” means any authority with the
ability to exercise a UK Bail-in Power; 
 (ddd) “SOFR” has the
meaning set forth in Section 3.02(b); 
 (eee)
“SOFRi” has the meaning set forth in Section 3.02(b); 

(fff) “Tax Event Redemption” has the meaning set forth in Section 4.01(b); 

(ggg) “Trustee” has the meaning set forth in the introduction to this Supplemental Indenture; 

(hhh) “UK Bail-in Legislation” means Part I of the Banking Act and any
other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency
proceedings); 
 (iii) “UK Bail-in Power” means the powers under the
UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, write-down, transfer, reduce, modify or
change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any
such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability; 

(jjj) “UK CRR” means Regulation (EU) No. 575/2013 on prudential requirements for credit institutions and
investment firms of the European Parliament and of the Council of 26 June 2013, as amended or supplemented, as it forms part of domestic law in the UK by virtue of the EUWA; 

(kkk) “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement
Adjustment; and 
 (lll) “USGS Business Day” has the meaning set forth in Section 3.02(b). 

ARTICLE 2 
 THE NOTES 

SECTION 2.01. Terms Relating to Principal and Interest on the Notes. 

The following terms relating to the Notes are hereby established: 

(a) The title of the Notes shall be “8.113% Fixed Rate/Floating Rate Subordinated Notes due 2033”; 

  
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 (b) The aggregate principal amount of the Notes that may be authenticated
and delivered under the Indenture shall not initially exceed $2,000,000,000 (except as otherwise provided in the Indenture); 

(c) The Notes shall be issued on November 3, 2022 (the “Issue Date”) and the principal on the Notes shall
be payable on November 3, 2033 (the “Maturity Date”); 
 (d) During the Fixed Rate Period, interest on
the Notes shall be payable at the Initial Interest Rate and semi-annually in arrear on each Fixed Rate Period Interest Payment Date. During the Floating Rate Period, interest on the Notes shall be payable at a rate per annum determined in accordance
with Article Four and quarterly in arrear on each Floating Rate Period Interest Payment Date. Accrual and computation of interest on the Notes shall be determined in accordance with Article Four. The “Regular Record Date” for the
Notes shall be the 15th calendar day preceding each Interest Payment Date, whether or not a Business Day; 

(e) No premium, upon redemption or otherwise, shall be payable by the Company on the Notes; 

(f) Principal of, and any interest on, the Notes shall be paid to the Holder through the Agent in its capacity as Paying Agent,
having offices in New York City, New York; 
 (g) The Notes shall not be redeemable except as provided in Article Eleven of
the Base Indenture, as amended by Sections 4.01, 4.02 and 4.03 of this Supplemental Indenture. The Notes shall not be redeemable at the option of the Holders at any time; 

(h) The Notes are not issued as Discount Debt Securities or as Indexed Securities and are not subject to a solvency condition
that the Company is able to make such payment and remain able to pay its debts as they fall due and that its assets continue to exceed its liabilities (other than subordinated liabilities); 

(i) The Company shall have no obligation to redeem or purchase the Notes pursuant to any sinking fund or analogous provision;

 (j) The Notes shall be issued only in denominations of $200,000 and integral multiples of $1,000 in excess thereof; 

(k) The Notes shall be denominated in the Applicable Currency; 

(l) The payment of principal of, and interest on, the Notes shall be payable only in the coin or currency in which the Notes
are denominated which, pursuant to Section 2.01(k) above, shall be in the Applicable Currency; 
 (m) The Notes shall
not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company pursuant to Article Thirteen of the Base Indenture; 

(n) No repayment or payment of Amounts Due shall 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; 

  
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 (o) The Notes shall be issued in the form of one or more global securities
in registered form, without coupons attached, and the initial Holder with respect to each such global security shall be Cede & Co., as nominee of DTC; 

(p) Except in limited circumstances, the Notes will not be issued in definitive form; 

(q) The Notes shall be evidenced by one or more global securities in registered form substantially in the form of Exhibit A to
this Supplemental Indenture; 
 (r) To the fullest extent permitted by law, the Holders and the Trustee, in respect of any
claims of such Holders to payment of any principal, premium or interest in respect of the Notes, by their acceptance of the Notes, shall be deemed to have waived any right of set-off or counterclaim that such
Holders or, as the case may be, the Trustee in such respect, might otherwise have; and 
 (s) Members of the HSBC Group other
than the Company may purchase or otherwise acquire any of the Notes then Outstanding at the same or differing prices in the open market, negotiated transactions or otherwise without giving prior notice to or obtaining any consent from Holders, in
accordance with the Applicable Rules and, if required, subject to obtaining any Relevant Supervisory Consent and first complying with the regulatory preconditions as described in Section 4.02 of this Supplemental Indenture. 

SECTION 2.02. Capital Disqualification Event Redemption.  

In addition to any redemption provisions that may be specified pursuant to Section 3.01 of the Base Indenture for the Debt Securities of
any series, if, at any time, the Company shall determine that a Capital Disqualification Event has occurred, the Notes are redeemable, as a whole but not in part, at the option of the Company within 90 days of the occurrence of the relevant Capital
Disqualification Event, on not less than 10 nor more than 60 days’ notice, at a Redemption Price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of the Notes to (but excluding) the date fixed
for redemption (a “Capital Disqualification Event Redemption”). 
 ARTICLE 3 

INTEREST CALCULATION IN RESPECT OF THE NOTES 

SECTION 3.01. Interest Rate Terms Specific to the Notes.  

(a) From (and including) the Issue Date to (but excluding) November 3, 2032 (the “Fixed Rate Period”), interest
on the Notes will be payable at a rate of 8.113% per annum (the “Initial Interest Rate”). During the Fixed Rate Period, interest on the Notes will be payable semi-annually in arrear on each Fixed Rate Period Interest Payment Date. 

(b) From (and including) November 3, 2032 to (but excluding) the Maturity Date (the “Floating Rate Period”), the
interest rate on the Notes will be equal to the Benchmark plus 4.250% per annum (the “Margin”). During the Floating Rate Period, interest on the Notes will be payable quarterly in arrear on each Floating Rate Period Interest Payment Date.
The interest rate on the Notes will be calculated quarterly on each applicable Interest Determination Date. 

  
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 (c) During the Fixed Rate Period: 

(i) Interest on the Notes will be calculated on the basis of twelve 30-day months or,
in the case of an incomplete month, the actual number of days elapsed, in each case assuming a 360-day year. 

(ii) If any Fixed Rate Period Interest Payment Date is not a Business Day, such Fixed Rate Period Interest Payment Date will be
postponed to the next day that is a Business Day, but interest on that payment will not accrue during the period from and after the scheduled Fixed Rate Period Interest Payment Date. 

(d) During the Floating Rate Period: 

(i) Notwithstanding Section 3.10 of the Base Indenture, interest on the Notes will be calculated on the basis of the
actual number of days in each Floating Rate Interest Period, assuming a 360-day year. 

(ii) Notwithstanding Section 1.13 of the Base Indenture, if any scheduled Floating Rate Period Interest Payment Date
(other than the Maturity Date), is not a Business Day, such Floating Rate Period Interest Payment Date will be postponed to the next day that is a Business Day; provided that if that Business Day falls in the next succeeding calendar
month, such Floating Rate Period Interest Payment Date will be the immediately preceding Business Day. If any such Floating Rate Period Interest Payment Date (other than the Maturity Date), is postponed or brought forward as described above, the
payment of interest due on such postponed or brought forward Floating Rate Period Interest Payment Date will include interest accrued to but excluding such postponed or brought forward Floating Rate Period Interest Payment Date. 

(iii) If the Maturity Date or date of redemption or repayment of the Notes is not a Business Day, the Company may pay interest
and principal on the next succeeding Business Day, but interest on that payment will not accrue during the period from and after the Maturity Date or date of redemption or repayment of the Notes. 

(iv) If a date of redemption or repayment of any of the Notes falls within the Floating Rate Period but does not occur on a
Floating Rate Period Interest Payment Date, (A) the related Interest Determination Date shall be deemed to be the date that is three Business Days prior to such date of redemption or repayment, (B) the related Observation Period shall be
deemed to end on (but exclude) the date which is five USGS Business Days prior to such date of redemption or repayment, (C) the Floating Rate Interest Period will be deemed to be shortened accordingly and (D) corresponding adjustments will
be deemed to be made to the Compounded Daily SOFR formula. 
 (v) The interest rate on the Notes during the Floating Rate
Period will in no event be higher than the maximum rate permitted by law or lower than 0% per annum. 
 SECTION 3.02. Calculation of
the Benchmark. 
 (a) “Benchmark” means, initially, Compounded Daily SOFR; provided that if a
Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement. 

  
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 (b) “Compounded Daily SOFR” means, in relation to a
Floating Rate Interest Period, the rate of return of a daily compound interest investment (with SOFR as reference rate for the calculation of interest) during the related Observation Period and will be calculated by the Calculation Agent on the
related Interest Determination Date as follows: 
  
 



 
 Where: 

“d” means, in relation to any Observation Period, the number of calendar days in such Observation Period; 

“d0” means, in relation to any Observation Period, the number
of USGS Business Days in such Observation Period; 
 “i” means, in relation to any Observation Period, a series of whole
numbers from one to d0, each representing the relevant USGS Business Day in chronological order from (and including) the first USGS Business Day in such Observation Period; 

“ni” means, in relation to any USGS Business Day “i” in the relevant Observation Period, the number of calendar days
from (and including) such USGS Business Day “i” up to (but excluding) the following USGS Business Day; 
 “Observation
Period” means, in respect of each Floating Rate Interest Period, the period from (and including) the date which is five USGS Business Days prior to the first day of such Floating Rate Interest Period to (but excluding) the date which is
five USGS Business Days prior to the Interest Payment Date for such Floating Rate Interest Period; provided that the first Observation Period shall commence on (and include) the date which is five USGS Business Days prior to the Par
Redemption Date; 
 “SOFR” means, in relation to any day, the rate determined by the Calculation Agent in accordance with
the following provisions: 
 (i) the daily Secured Overnight Financing Rate for trades made on such day, available at or around the Reference
Time on the NY Federal Reserve’s Website; 
 (ii) if the rate specified in (i) above is not available at or around the Reference
Time for such day (and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred), the daily Secured Overnight Financing Rate in respect of the last USGS Business Day for which such rate was published on the NY
Federal Reserve’s Website; 
 “SOFRi” means, in relation
to any USGS Business Day “i” in the relevant Observation Period, SOFR in respect of such USGS Business Day; and 
 “USGS
Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association or any successor thereto (“SIFMA”) recommends that the fixed income departments of its members
be closed for the entire day for purposes of trading in U.S. government securities. 

  
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 Notwithstanding clauses (i) and (ii) of the definition of “SOFR” above, if
the Company (in consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in consultation with the Company) determines on or prior to the relevant Interest Determination Date that a Benchmark Transition
Event and related Benchmark Replacement Date have occurred with respect to SOFR, then the “Benchmark Transition Provisions” set forth below will thereafter apply to all determinations of the rate of interest payable during the Floating
Rate Period. 
 In accordance with and subject to the Benchmark Transition Provisions, after a Benchmark Transition Event and related
Benchmark Replacement Date have occurred, the amount of interest that will be payable for each interest period on any of the Notes during the Floating Rate Period will be determined by reference to a rate per annum equal to the Benchmark Replacement
plus the Margin. 
 SECTION 3.03. Benchmark Transition Provisions. 

(a) If the Company (in consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in
consultation with the Company) determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable
Benchmark Replacement will replace the then-current Benchmark for all purposes relating to any of the Notes during the Floating Rate Period in respect of such determination on such date and all determinations on all subsequent dates; provided
that, if the Company (in consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in consultation with the Company) is unable to or does not determine a Benchmark Replacement in accordance with the
provisions below prior to 5:00 p.m. (New York time) on the relevant Interest Determination Date, the interest rate for the related Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding Floating Rate
Interest Period or in the case of the Interest Determination Date prior to the first Floating Rate Period Interest Payment Date, the Initial Interest Rate. 

(b) In connection with the implementation of a Benchmark Replacement, the Company (in consultation, to the extent practicable,
with the Calculation Agent) or the Company’s designee (in consultation with the Company) will have the right to make changes to (i) any Interest Determination Date, Floating Rate Period Interest Payment Date, Reference Time, business day
convention or Floating Rate Interest Period, (ii) the manner, timing and frequency of determining the rate and the amounts of interest that are payable on the Notes during the Floating Rate Period and the conventions relating to such
determination and calculations with respect to interest, (iii) rounding conventions, (iv) tenors and (v) any other terms or provisions of any of the Notes during the Floating Rate Period, in each case that the Company (in
consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in consultation with the Company) determines, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark
Replacement in a manner substantially consistent with market practice (or, if the Company (in consultation, to the extent practicable, with the Calculation Agent) or the Company’s designee (in consultation with the Company) decides that
implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company (in consultation, to the extent practicable,
with the Calculation Agent) or the Company’s designee (in consultation with the Company) determines is appropriate (acting in good faith)) (the “Benchmark Replacement Conforming Changes”). Any Benchmark Replacement Conforming
Changes will apply to the Notes for all future Floating Rate Interest Periods. 

  
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 (c) The Company will promptly give notice of the determination of the
Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the Trustee, the Paying Agent, the Calculation Agent and the Holders, provided that failure to provide such notice will have no impact on
the effectiveness of, or otherwise invalidate, any such determination. 
 (d) All percentages resulting from any calculation
in connection with any interest rate on the Notes shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (for
example, 9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655)), and all Applicable Currency amounts would be rounded to the nearest cent, with one-half cent being rounded upward. 

(e) All determinations, decisions, elections and any calculations made by the Company, the Calculation Agent or the
Company’s designee for the purposes of calculating the applicable interest on the Notes will be conclusive and binding on the Holders, the Company, the Trustee and the Paying Agent, absent manifest error. If made by the Company, such
determinations, decisions, elections and calculations will be made in consultation with the Calculation Agent, to the extent practicable. If made by the Company’s designee, such determinations, decisions, elections and calculations will be made
after consulting with the Company, and the Company’s designee will not make any such determination, decision, election or calculation to which the Company objects. Notwithstanding anything to the contrary in the Indenture or the Notes, any
determinations, decisions, calculations or elections made in accordance with this provision will become effective without consent from the Holders or any other party. 

(f) Any determination, decision or election relating to the Benchmark not made by the Calculation Agent will be made on the
basis described above. The Calculation Agent shall have no liability for not making any such determination, decision or election. In addition, the Company may designate an entity (which may be the Company’s Affiliate) to make any determination,
decision or election that the Company has the right to make in connection with the determination of the Benchmark. 
 (g)
Notwithstanding any other provision of “Benchmark Transition Provisions” set forth above, no Benchmark Replacement will be adopted, nor will the applicable Benchmark Replacement Adjustment be applied, nor will any Benchmark Replacement
Conforming Changes be made, if in the Company’s determination, the same could reasonably be expected to prejudice the qualification of the Notes as own funds instruments for the purposes of the Applicable Rules. 

(h) By its acquisition of the Notes, each Holder (which, for these purposes, includes each beneficial owner) (i)
acknowledges, accepts, consents and agrees to be bound by the Company’s or its designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any
Benchmark Replacement Conforming Changes, including as may occur without any prior notice from the Company and without the need for the Company to obtain any further consent from such Holder, (ii) waives any and all claims, in law and/or in
equity, against the Trustee, the Paying Agent and the Calculation Agent or the Company’s designee for, agrees not to initiate a suit against the Trustee, the Paying Agent and the Calculation Agent or the Company’s designee


  
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in respect of, and agrees that none of the Trustee, the Paying Agent or the Calculation Agent or the Company’s designee will be liable for, the determination of or the failure to determine
any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) agrees
that none of the Trustee, the Paying Agent or the Calculation Agent or the Company’s designee will have any obligation to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark
Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the event of any failure by the Company to determine any Benchmark Transition Event, any Benchmark Replacement Date, any
Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes. 
 ARTICLE 4 

AMENDMENTS TO THE BASE INDENTURE APPLICABLE TO THE NOTES ONLY 

SECTION 4.01. Notice of Redemption 

(a) With respect to the Notes only, Article Eleven of the Base Indenture is amended by amending and restating
Section 11.04 in its entirety, which shall read as follows: 
 Section 11.04. Notice of Redemption. Notice
of redemption shall be given in the manner provided in Section 1.06 not less than 10 nor more than 60 days prior to the Redemption Date, to each Holder of Debt Securities to be redeemed. 

All notices of redemption shall state: 

(a) the Redemption Date; 

(b) the Redemption Price, or the manner in which the Redemption Price is to be determined; 

(c) if less than all Outstanding Debt Securities of any series are to be redeemed, the identification and the principal amount
(or, in the case of Principal Indexed Securities, face amount)) of the particular Debt Securities to be redeemed; 
 (d)
that on the Redemption Date the Redemption Price will become due and payable in respect of each such Debt Security to be redeemed, and that any interest thereon shall cease to accrue on and after said date; 

(e) the Place or Places of Payment where such Debt Securities, together in the case of Bearer Securities with all Coupons, if
any, appertaining thereto maturing after the Redemption Date, are to be surrendered for payment of the Redemption Price; and 

(f) the CUSIP number or numbers, the Common Code, or the ISIN, if any, with respect to such Debt Securities. 

  
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 A notice of redemption published as contemplated by Section 11.04 need
not identify particular Registered Securities to be redeemed. 
 Notice of redemption of Debt Securities to be redeemed shall
be prepared by the Company and at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company. 

(b) With respect to the Notes only, Article Eleven of the Base Indenture is amended by amending and restating
Section 11.08 in its entirety, which shall read as follows: 
 Section 11.08. Optional Redemption in the Event
of Change in Tax Treatment. In addition to any redemption provisions that may be specified pursuant to Section 3.01 for the Debt Securities of any series, the Debt Securities are redeemable, as a whole but not in part, at the option of the
Company, on not less than 10 nor more than 60 days’ notice, at any time at a Redemption Price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of such Debt Securities to the date fixed for
redemption (a “Tax Event Redemption”) (or, in the case of Discount Debt Securities, the accreted face amount thereof, together with accrued interest, if any, or, in the case of Principal Indexed Securities, the amount specified
pursuant to Section 3.01), and any Debt Securities convertible into Dollar Preference Shares or Conversion Securities of the Company may, at the option of the Company, be converted as a whole, if, at any time, the Company shall determine that
(a) in making payment under such Debt Securities in respect of principal (or premium, if any), interest or missed payment it has or will or would become obligated to pay Additional Amounts, provided such obligation to pay Additional Amounts
results from a change in or amendment to the laws of the Taxing Jurisdiction, or any change in the official application or interpretation of such laws (including a decision of any court or tribunal), or any change in, or in the official application
or interpretation of, or execution of, or amendment to, any treaty or treaties affecting taxation to which the United Kingdom is a party, which change, amendment or execution becomes effective on or after the date of original issuance of the Debt
Securities of such series or (b) the payment of interest in respect of such Debt Securities has become or will or would be treated as a “distribution” within the meaning of Section 1000 of the Corporation Tax Act 2010 of the
United Kingdom (or any statutory modification or re-enactment thereof for the time being), as a result of any change in or amendment to the laws of the Taxing Jurisdiction, or any change in the official
application or interpretation of such laws including a decision of any court, which change or amendment becomes effective on or after the date of original issuance of the Debt Securities of such series; provided, however, that in the case of
(a) above, no notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Company would be obliged to pay Additional Amounts were a payment in respect of such Debt Securities then due. 

SECTION 4.02. Applicability of Article. With respect to the Notes only, Article Eleven of the Base Indenture is amended by
amending and restating Section 11.01 in its entirety, which shall read as follows: 
 Section 11.01.
Applicability of Article. Debt Securities of any series that are redeemable before their Stated Maturity, if any, shall be redeemable in accordance with their terms and, except as otherwise specified pursuant to Section 3.01 with respect
to the Debt Securities of such series, in accordance with this Article. Notwithstanding anything to the contrary in the Indenture or the Notes, the Company may only redeem or purchase the Notes prior to the Maturity Date pursuant to this Article
Eleven (i) if the Company has obtained the Relevant Supervisory Consent, (ii) prior to the fifth anniversary of the Issue Date, if the Applicable Rules so oblige, the Company has demonstrated to the satisfaction of the Relevant Regulator
that (x) pursuant to a 

  
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Capital Disqualification Event Redemption, the relevant change in the regulatory classification of the Notes was not reasonably foreseeable on the Issue Date; (y) pursuant to a Tax Event
Redemption, the relevant tax event is a change in the applicable tax treatment of the Notes which is material and was not reasonably foreseeable on the Issue Date; or (z) in any circumstances, the Company has (or will have), before or at the
same time as such redemption or purchase, replaced the Notes with own funds instruments of equal or higher quality at terms that are sustainable for the Company’s income capacity, and the Relevant Regulator has permitted such action on the
basis of the determination that it would be beneficial from a prudential point of view and justified by exceptional circumstances, and (iii) the Company has complied with any alternative or additional
pre-conditions to redemption or purchase, as applicable, set out in the Applicable Rules. 

SECTION 4.03. Par Redemption.  

The Company may redeem the Notes in whole (but not in part) in its sole discretion on November 3, 2032 (the “Par Redemption
Date”). The Redemption Price will be equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the Par Redemption Date (the “Par Redemption”). 

SECTION 4.04. Events of Default and Defaults. With respect to the Notes only, Article Five of the Base Indenture is amended by
amending and restating Section 5.01 in its entirety, which shall read as follows: 
 Section 5.01. Events of Default and
Defaults. 
 (a) An “Event of Default” with respect to the Notes means any one of the following events: 

(i) an order is made by an English court which is not successfully appealed within 30 days after the date such order was made
for winding up of the Company other than in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency; or 

(ii) an effective resolution is validly adopted by the Company’s shareholders for winding up of the Company other than in
connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency. 
 (b) A
“Default” with respect to the Notes means any one of the following events: 
 (i) failure to pay principal or
premium, if any, on the Notes at maturity, and such default continues for a period of 30 days; or 
 (ii) failure to pay any
interest on the Notes when due and payable, which failure continues for 30 days. 

  
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 (c) If a Default occurs, the Trustee may institute proceedings in England
(but not elsewhere) for the Company’s winding-up; provided that the Trustee may not, upon the occurrence of a Default, accelerate the maturity of any Notes then Outstanding, unless an Event of
Default has occurred and is continuing. 
 (d) Notwithstanding the foregoing, failure to make any payment in respect of the
Notes shall not be a Default in respect of the Notes if such payment is withheld or refused: 
 (i) in order to comply with
any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment; or 

(ii) in case of doubt as to the validity or applicability of any such law, regulation or order, in accordance with advice
given as to such validity or applicability at any time during the said grace period of 30 days by independent legal advisers acceptable to the Trustee; 

provided, however, that the Trustee may, by notice to the Company, require the Company to take such action (including but not
limited to proceedings for a declaration by a court of competent jurisdiction) as the Trustee may be advised in an opinion of counsel, upon which opinion the Trustee may conclusively rely, is appropriate and reasonable in the circumstances to
resolve such doubt, in which case the Company shall forthwith take and expeditiously proceed with such action and shall be bound by any final resolution of the doubt resulting therefrom. If any such resolution determines that the relevant payment
can be made without violating any applicable law, regulation or order then the preceding sentence shall cease to have effect and the payment shall become due and payable on the expiration of the relevant grace period of 30 days after the Trustee
gives written notice to the Company informing the Company of such resolution. 
 (e) Agreements with Respect to the
Events of Default and Defaults. 
 By its acquisition of the Notes, each Holder (which, for these purposes, includes
each beneficial owner), to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees 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 limited remedies available under the Indenture and the Notes for a
non-payment of principal and/or interest on the Notes. 
 SECTION 4.05. Additional
Amounts. With respect to the Notes only, Article Ten of the Base Indenture is amended by amending and restating Section 10.04(a) in its entirety, which shall read as follows: 

Section 10.04. Payment of Additional Amounts. 

(a) Unless otherwise specified as contemplated by Section 3.01, all payments made under or with respect to Debt Securities
shall be paid by the Company, without deduction or withholding for, or on account of, any and all present and future taxes, levies, imposts, duties, charges, fees, deductions or withholdings whatsoever imposed, levied, collected, withheld or
assessed by or on behalf of the United Kingdom 

  
 17 













 
or any political subdivision or taxing authority thereof or therein having the power to tax (each, a “Taxing Jurisdiction”), unless required by law. If such deduction or withholding
shall at any time be required by the law of the Taxing Jurisdiction, the Company shall pay such additional amounts in respect of payments of interest only (and not principal) on such Debt Securities (“Additional Amounts”) as may be
necessary so that the net amounts (including Additional Amounts) paid to the Holders, after such deduction or withholding, will be equal to the respective amounts of interest which the Holders would have been entitled to receive in respect of such
Debt Securities in the absence of such deduction or withholding, provided that the foregoing shall not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which: 

(i) would not be payable or due but for the fact that the Holder or the beneficial owner of the Debt Security is domiciled in,
or is a national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise has some connection or former connection with the Taxing Jurisdiction other than
the holding or ownership of a Debt Security, or the collection of interest payments on, or the enforcement of, any Debt Security; 

(ii) would not be payable or due but for the fact that the certificate representing the relevant Debt Securities (x) is
presented for payment in the Taxing Jurisdiction or (y) is presented for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such
Additional Amount on presenting the same for payment at the close of such 30 day period; 
 (iii) would not have been
imposed if presentation for payment of the certificate representing the relevant Debt Securities had been made to a paying agent other than the paying agent to which the presentation was made; 

(iv) is imposed in respect of a Holder that is not the sole beneficial owner of the interest, or a portion thereof, or that is
a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would not have been entitled to the payment of an Additional Amount had the beneficiary,
settlor, beneficial owner or member received directly its beneficial or distributive share of the payment; 
 (v) is imposed
because of the failure to comply by the Holder or the beneficial owner of the Debt Securities or the beneficial owner of any payment on such Debt Securities with a request from the Company addressed to the Holder or the beneficial owner, including a
written request from the Company related to a claim for relief under any applicable double tax treaty (x) to provide information concerning the nationality, residence, identity or connection with a taxing jurisdiction of the Holder or the
beneficial owner or (y) to make any declaration or other similar claim to satisfy any information or reporting requirement, if the information or declaration is required or imposed by a statute, treaty, regulation, ruling or administrative
practice of the Taxing Jurisdiction as a precondition to exemption from withholding or deduction of all or part of the tax, duty, assessment or other governmental charge; 

  
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 (vi) is imposed in respect of any estate, inheritance, gift, sale,
transfer, personal property, wealth or similar tax, duty, assessment or other governmental charge; or 
 (vii) is imposed in
respect of any combination of the above items. 
 Whenever in this Indenture there is mentioned, in any context, the payment
of any interest on, or in respect of, any Debt Security of any series or the net proceeds received on the sale or exchange of any Debt Security of any series, such mention shall be deemed to include mention of the payment of Additional Amounts
provided for in this Section to the extent that, in such context, Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this Section and express mention of the payment of Additional Amounts (if applicable)
in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 

SECTION 4.06. Execution, Authentication, Delivery and Dating.  

With respect to the Notes only, Section 3.03 of the Base Indenture is amended by adding Section 3.03(g), which shall
read as follows: 
 The words “execution,” “executed,” “signed,” “signature,” and words of like
import in this Indenture, the Debt Securities or in any other certificate, agreement or document related to this Indenture or the offering and sale of the Debt Securities shall include images of manually executed signatures transmitted by facsimile
or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign or any other electronic process or digital
signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion ). The use of electronic signatures and electronic records (including, without limitation, any contract or other record created, generated,
sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use of a paper-based record-keeping system to the fullest extent permitted by applicable
law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other applicable law, including, without limitation, any state law based on the Uniform Electronic
Transactions Act. Each party agrees that this Indenture, the Debt Securities and any other documents to be delivered in connection herewith may be electronically or digitally signed using DocuSign (or any other electronic process or digital
signature provider as specified in writing to the Trustee and agreed to by the Trustee in its sole discretion), and that any such electronic or digital signatures appearing on this Indenture, the Debt Securities or such other documents are the same
as manual signatures for the purposes of validity, enforceability and admissibility. The Company agrees to assume all risks arising out of the use of electronic or digital signatures and electronic methods to submit any communications to Trustee,
including without limitation the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties. 
  

  
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 SECTION 4.07. Unconditional Right of Holders to Receive Principal, Premium and
Interest, if any.  
 With respect to the Notes only, Article 5 of the Base Indenture is amended by amending and restating
Section 5.08 in its entirety, which shall read as follows: 
 To the extent required by the Trust Indenture Act, and subject to any
subordination and/or other provisions applicable to the Debt Securities pursuant to Section 3.01 hereof, but otherwise notwithstanding any other provision in this Indenture, any Holder shall have the right to receive (subject to
Section 3.07) payment of any principal of (and premium, if any) and interest, if any, on such Debt Security on the respective Stated Maturities, if any, as expressed in such Debt Security (or, in the case of redemption, on or after the
Redemption Date), and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder. 

ARTICLE 5 
 UK BAIL-IN POWER 
 SECTION 5.01. Agreement with Respect to the Exercise of the UK Bail-in Power. By its acquisition of the Notes, each Holder (which, for these purposes, includes each beneficial owner of the Notes): 

(a) acknowledges, accepts, consents and agrees, notwithstanding any other term of the Notes, the Indenture or any other
agreements, arrangements or understandings between the Company and any Holder, to be bound by: (x) the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority that (without
limitation) may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts Due; (ii) the conversion of all, or a portion, of the Amounts Due into the Company’s or
another Person’s ordinary shares, other securities or other obligations (and the issue to, or conferral on, the Holder of such ordinary shares, other securities or other obligations), including by means of an amendment, modification or
variation of the terms of the Notes or the Indenture; (iii) the cancellation of the Notes; and/or (iv) the amendment or alteration of the Maturity Date or amendment of the amount of interest payable on the Notes, or the Interest Payment
Dates, including by suspending payment for a temporary period; and (y) the variation of the terms of the Notes or the Indenture, if necessary, to give effect to the exercise of any UK Bail-in Power by the
Relevant UK Resolution Authority; and 
 (b) consents 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 Notes. 

SECTION 5.02. Duties of the Trustee upon Exercise of the UK Bail-in Power. By its
acquisition of the Notes, each Holder (which, for these purposes, includes each beneficial owner of the Notes): 
 (a)
acknowledges and agrees that the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Notes shall not give rise to a Default or Event of Default for purposes of
Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; 

(b) to the extent permitted by the Trust Indenture Act, waives any and all claims, in law and/or in equity, against the Trustee
for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of (i) the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Notes or (ii) the limited remedies available under the Base Indenture or this Supplemental Indenture for a non-payment of principal and/or interest on the Notes; and 

  
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 (c) acknowledges and agrees that, upon the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority (i) the Trustee shall not be required to take any further directions from Holders under Section 5.12 of the Base Indenture and (ii) none of the
Base Indenture or this Supplemental Indenture shall impose any duties upon the Trustee whatsoever with respect to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority. 

SECTION 5.03. Event of Default and Default. The exercise of the UK Bail-in Power by the
Relevant UK Resolution Authority with respect to the Notes shall not constitute an Event of Default or a Default. 
 SECTION 5.04.
Supplemental Indentures. In addition to the right to enter into supplemental indentures pursuant to Sections 9.01 and 9.02 of the Base Indenture, the Company and the Trustee may enter into one or more indentures supplemental to the Indenture
to modify and amend the terms of the Indenture or the Notes, without the further consent of any Holders, to the extent necessary to give effect to the exercise by the Relevant UK Resolution Authority of the UK
Bail-in Power. 
 SECTION 5.05. DTC. 

(a) Upon the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority
with respect to the Notes, the Company shall provide a written notice to the Holders through DTC as soon as practicable regarding such exercise of the UK Bail-in Power. The Company shall also deliver a copy of
such notice to the Trustee for information purposes. Any delay or failure by the Company in delivering the notices referred to in this Section 5.05(a) to the Holders or the Trustee shall not affect the validity or enforceability of the UK Bail-in Power. 
 (b) By purchasing the Notes, each Holder (which, for these purposes,
includes each beneficial owner of the Notes) shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Notes to take any and all necessary action, if required,
to implement the exercise of the UK Bail-in Power with respect to the Notes as it may be imposed, without any further action or direction on the part of such Holder, the Trustee or the Agent. 

SECTION 5.06. Outstanding Notes. Notwithstanding Section 5.02(c) of this Supplemental Indenture, if, following the completion
of the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, the Notes remain outstanding, then the Trustee’s duties under the Indenture shall remain applicable with respect to the
Notes following such completion to the extent the Company and the Trustee shall agree pursuant to a supplemental indenture or an amendment to the Indenture; provided, however, that notwithstanding the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, there shall at all times be a trustee hereunder pursuant to, and in accordance with, Section 6.09 of the Base Indenture, and the resignation and/or removal
of the Trustee and the appointment of a successor trustee shall continue to be governed by Sections 6.10 and 6.11 of the Base Indenture, respectively, including to the extent no additional supplemental indenture or amendment to the Indenture is
agreed upon in the event the Notes remain outstanding following the completion of the exercise of the UK Bail-in Power. 

SECTION 5.07. Records Adjustment. Upon receipt of any notice given pursuant to the Indenture, to the extent applicable, the
Company, the Trustee and the Agent shall adjust their records to reflect any cancellation or deemed cancellation of any interest and any changes to the aggregate principal amount of the Notes then Outstanding, including due to any exercise of the UK
Bail-in Power by the Relevant UK Resolution Authority. 

  
 21 













 ARTICLE 6 

MISCELLANEOUS 
 SECTION 6.01.
Effect of this Supplemental Indenture; Ratification and Integral Part. This Supplemental Indenture shall become effective upon its execution and delivery. 

Except as hereby expressly amended with respect to the Notes only, the Base Indenture is in all respects ratified and confirmed and all the
terms, provisions and conditions thereof (including any prior amendments thereto) shall be and remain in full force and effect. This Supplemental Indenture shall be deemed an integral part of the Base Indenture in the manner and to the extent herein
and therein provided. 
 SECTION 6.02. Priority. This Supplemental Indenture shall be deemed part of the Base Indenture in the
manner and to the extent herein and therein provided. The provisions of this Supplemental Indenture shall, with respect to the Notes and as otherwise provided herein and subject to the terms hereof, supersede the provisions of the Base Indenture to
the extent the Base Indenture is inconsistent herewith. 
 SECTION 6.03. Successors and Assigns. All covenants and agreements in
the Base Indenture, as supplemented and amended by this Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not. 

SECTION 6.04. Subsequent Holders’ Agreement. Any Holders (which, for these purposes, includes each beneficial
owner of the Notes) that acquires the Notes in the secondary market and any successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of any Holder or beneficial owner of the Notes shall be deemed to
acknowledge, accept, agree to be bound by and consent to the same provisions specified herein to the same extent as the Holders or beneficial owners of the Notes that acquire the Notes upon their initial issuance, including, without limitation, with
respect to the acknowledgement and agreement to be bound by and consent to the terms of the Notes related to the UK Bail-in Power, the Benchmark and the limited remedies available under the Indenture and the
Notes for a non-payment of principal and/or interest on the Notes. 
 SECTION 6.05.
Compliance. The Agent shall be entitled to take any action or to refuse to take any action which the Agent regards as necessary for the Agent to comply with any applicable law, regulation or fiscal requirement, court order, or the rules,
operating procedures or market practice of any relevant stock exchange or other market or clearing system. 
 SECTION 6.06. Relation
to Calculation Agent Agreement. In the event of any conflict between the Indenture and the Calculation Agent Agreement relating to the rights or obligations of the Calculation Agent in the Indenture in connection with the calculation of the
interest rate on the Notes, the relevant terms of the Calculation Agent Agreement shall govern such rights and obligations. 

SECTION 6.07. Governing Law. This Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the
laws of the State of New York, except that the authorization and execution by the Company of this Supplemental Indenture, Article Twelve of the Base Indenture and the corresponding provisions in the Notes shall be governed by, and construed in
accordance with, the laws of England and Wales. 

  
 22 













 SECTION 6.08. Counterparts. This Supplemental Indenture may be executed
manually, by facsimile or by electronic signature in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. 

SECTION 6.09. Entire Agreement. This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to
the Notes and the amendments to the Base Indenture set forth herein. 
 [Remainder of page intentionally left blank] 

  
 23 













 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be
duly executed as of the date first stated above. 
  

			
	 HSBC HOLDINGS PLC,

        as Issuer

		
	By:	 	/s/ James Murphy


 
			
	Name:	 	James Murphy
	Title:	 	Global Head of Markets Treasury


  

			
	 THE BANK OF NEW YORK MELLON, LONDON BRANCH,

        as Trustee

		
	By:	 	/s/ Thomas Bolton


 
			
	Name:	 	Thomas Bolton
	Title:	 	


  

			
	 HSBC BANK USA, NATIONAL ASSOCIATION,

        as Paying Agent, Registrar and Calculation Agent

		
	By:	 	/s/ Deirdra N. Ross


 
			
	Name:	 	Deirdra N. Ross
	Title:	 	Associate Director


 [Signature Page to the Fifth Supplemental Indenture] 












 EXHIBIT A 

FORM OF 8.113% FIXED RATE/FLOATING RATE GLOBAL SECURITY 

CUSIP No.: 404280DS5 
 ISIN:
US404280DS59 
 No.: [•] 
 THIS SECURITY IS
A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS GLOBAL SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

BY ITS ACQUISITION OF THE DEBT SECURITIES REPRESENTED BY THIS GLOBAL SECURITY, EACH HOLDER (WHICH, FOR THESE PURPOSES, INCLUDES EACH BENEFICIAL OWNER OF THE
DEBT SECURITIES): ACKNOWLEDGES, ACCEPTS, CONSENTS AND AGREES, NOTWITHSTANDING ANY OTHER TERM OF THE DEBT SECURITIES, THE INDENTURE OR ANY OTHER AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN THE ISSUER AND ANY HOLDER, TO BE BOUND BY:
(X) THE EFFECT OF THE EXERCISE OF ANY UK BAIL-IN POWER BY THE RELEVANT UK RESOLUTION AUTHORITY IN RELATION TO ANY DEBT SECURITIES THAT (WITHOUT LIMITATION) MAY INCLUDE AND RESULT IN ANY OF THE FOLLOWING,
OR SOME COMBINATION THEREOF: (I) THE REDUCTION OF ALL, OR A PORTION, OF THE AMOUNTS DUE (AS DEFINED ON THE REVERSE OF THIS GLOBAL SECURITY); (II) THE CONVERSION OF ALL, OR A PORTION, OF THE AMOUNTS DUE INTO THE ISSUER’S OR ANOTHER
PERSON’S ORDINARY SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS (AND THE ISSUE TO, OR CONFERRAL ON, THE HOLDER OF SUCH ORDINARY SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS), INCLUDING BY MEANS OF AN AMENDMENT, MODIFICATION OR VARIATION OF THE
TERMS OF THE DEBT SECURITIES OR THE INDENTURE; (III) THE CANCELLATION OF THE DEBT SECURITIES; AND/OR (IV) THE AMENDMENT OR ALTERATION OF THE MATURITY OF THE DEBT SECURITIES OR AMENDMENT OF THE AMOUNT OF INTEREST PAYABLE ON THE DEBT
SECURITIES, OR THE INTEREST PAYMENT DATES, INCLUDING BY SUSPENDING PAYMENT FOR A TEMPORARY PERIOD; AND (Y) THE VARIATION OF THE TERMS OF THE DEBT SECURITIES OR THE INDENTURE, IF NECESSARY, TO GIVE EFFECT TO THE EXERCISE OF ANY UK BAIL-IN POWER BY THE RELEVANT UK RESOLUTION AUTHORITY. 
 THERE IS NO RIGHT OF ACCELERATION IN THE CASE OF NON-PAYMENT OF PRINCIPAL AND/OR INTEREST ON THE DEBT SECURITIES OR OF THE ISSUER’S FAILURE TO PERFORM ANY OF ITS OBLIGATIONS UNDER OR IN RESPECT OF THE DEBT SECURITIES. PAYMENT OF THE PRINCIPAL AMOUNT, TOGETHER
WITH ACCRUED AND UNPAID PAYMENTS WITH RESPECT TO THE OUTSTANDING DEBT SECURITIES MAY BE ACCELERATED ONLY UPON CERTAIN EVENTS OF A WINDING UP AS SET FORTH IN THE INDENTURE. 

  
 A-1 













 GLOBAL SECURITY 

HSBC Holdings plc 
 US$[•] 

8.113% FIXED RATE/FLOATING RATE SUBORDINATED NOTES DUE 2033 

This is a Global Security in respect of a duly authorized issue by HSBC Holdings plc (the “Issuer,” which term includes any
successor Person under the Indenture hereinafter referred to) of debt securities, designated as specified in the title hereof, in the aggregate face amount of US$[•] (the “Debt Securities”). 

The Issuer, for value received, hereby promises to pay CEDE & CO., or registered assigns on November 3, 2033 (the “Maturity
Date”) or on such earlier date as this Global Security may be redeemed, the principal amount hereof and to pay interest on the said principal amount from November 3, 2022 (the “Issue Date”) or the most recent Interest Payment
Date on which interest has been paid or duly provided for, until maturity: 
  

	 	(i)	 from (and including) the Issue Date or the most recent Interest Payment Date during the Fixed Rate Period on
which interest has been paid or duly provided for to (but excluding) November 3, 2032, semi-annually in arrear on May 3 and November 3 of each year, beginning on May 3, 2023 (each, a “Fixed Rate Period Interest Payment
Date”), at a rate of 8.113% per annum (the “Initial Interest Rate”); and 


  

	 	(ii)	 from (and including) November 3, 2032 or the most recent Interest Payment Date during the Floating Rate
Period on which interest has been paid or duly provided for to (but excluding) the Maturity Date, quarterly in arrear on February 3, 2033, May 3, 2033, August 3, 2033 and November 3, 2033 (each, a “Floating Rate Period
Interest Payment Date”), at a floating rate equal to the Benchmark plus 4.250% per annum (the “Margin”). The interest rate during the Floating Rate Period on this Global Security shall be calculated quarterly on each
applicable Interest Determination Date. 


 “Fixed Rate Period” means the period from (and including) the
Issue Date, to (but excluding) November 3, 2032. 
 “Floating Rate Period” means the period from (and including)
November 3, 2032 to (but excluding) the Maturity Date. 
 “Interest Payment Date” means any Fixed Rate Period Interest
Payment Date or Floating Rate Period Interest Payment Date. 
 The “Benchmark” means, initially, Compounded Daily SOFR;
provided that if a Benchmark Transition Event and related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement. 

  
 A-2 













 “Compounded Daily SOFR” means, in relation to a Floating Rate Interest
Period, the rate of return of a daily compound interest investment (with SOFR as reference rate for the calculation of interest) during the related Observation Period and will be calculated by the Calculation Agent on the related Interest
Determination Date as follows: 
  
 



 
 Where: 

“Calculation Agent” means HSBC Bank USA, National Association, or its successor appointed by the Issuer pursuant to the
Calculation Agent Agreement; 
 “Calculation Agent Agreement” means the calculation agent agreement dated as of the Issue
Date between the Issuer and the Calculation Agent; 
 “d” means, in relation to any Observation Period, the number of
calendar days in such Observation Period; 
 “d0” means, in
relation to any Observation Period, the number of USGS Business Days in such Observation Period; 
 “i” means, in relation
to any Observation Period, a series of whole numbers from one to d0, each representing the relevant USGS Business Day in chronological order from (and including) the first USGS Business Day in
such Observation Period; 
 “ni” means, in relation to any
USGS Business Day “i” in the relevant Observation Period, the number of calendar days from (and including) such USGS Business Day “i” up to (but excluding) the following USGS Business Day; 

“Observation Period” means, in respect of each Floating Rate Interest Period, the period from (and including) the date which
is five USGS Business Days prior to the first day of such Floating Rate Interest Period to (but excluding) the date which is five USGS Business Days prior to the Interest Payment Date for such Floating Rate Interest Period; provided that the first
Observation Period shall commence on (and include) the date which is five USGS Business Days prior to November 3, 2032 (the “Par Redemption Date”); 

“SOFR” means, in relation to any day, the rate determined by the Calculation Agent in accordance with the Indenture and the
following provisions: 
 (i) the daily Secured Overnight Financing Rate for trades made on such day, available at or around the Reference
Time on the NY Federal Reserve’s Website; 
 (ii) if the rate specified in (i) above is not available at or around the Reference
Time for such day (and a Benchmark Transition Event and its related Benchmark Replacement Date have not occurred), the daily Secured Overnight Financing Rate in respect of the last USGS Business Day for which such rate was published on the NY
Federal Reserve’s Website; 
 “SOFRi” means, in
relation to any USGS Business Day “i” in the relevant Observation Period, SOFR in respect of such USGS Business Day; and 

“USGS Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial
Markets Association or any successor thereto (“SIFMA”) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. 

  
 A-3 













 Notwithstanding clauses (i) and (ii) of the definition of “SOFR” above, if
the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer’s designee (in consultation with the Issuer) determine on or prior to the relevant Interest Determination Date that a Benchmark Transition Event
and related Benchmark Replacement Date have occurred with respect to SOFR, then the “Benchmark Transition Provisions” set forth below will thereafter apply to all determinations of the rate of interest payable on the Debt Securities during
the Floating Rate Period. 
 In accordance with and subject to the Benchmark Transition Provisions, after a Benchmark Transition Event and
related Benchmark Replacement Date have occurred, the amount of interest that will be payable for each interest period on the Debt Securities during the Floating Rate Period will be determined by reference to a rate per annum equal to the Benchmark
Replacement plus the Margin. 
 “designee” means an Affiliate or any other agent of the Issuer. 

“Reference Time” means (i) if the Benchmark is Compounded Daily SOFR, for each USGS Business Day, 3:00 p.m. (New York
time) on the next succeeding USGS Business Day, and (ii) if the Benchmark is not Compounded Daily SOFR, the time determined by the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer’s designee (in
consultation with the Issuer) in accordance with the Benchmark Replacement Conforming Changes. 
 Benchmark Transition Provisions. If
the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer’s designee (in consultation with the Issuer) determines that a Benchmark Transition Event and related Benchmark Replacement Date have occurred
prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the Debt Securities during the Floating
Rate Period in respect of such determination on such date and all determinations on all subsequent dates; provided that, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer’s designee (in
consultation with the Issuer) is unable to or does not determine a Benchmark Replacement in accordance with the provisions below prior to 5:00 p.m. (New York time) on the relevant Interest Determination Date, the interest rate for the related
Floating Rate Interest Period will be equal to the interest rate in effect for the immediately preceding Floating Rate Interest Period or, in the case of the Interest Determination Date prior to the first Floating Rate Period Interest Payment Date,
the Initial Interest Rate. 
 In connection with the implementation of a Benchmark Replacement, the Issuer (in consultation, to the extent
practicable, with the Calculation Agent) or the Issuer’s designee (in consultation with the Issuer) will have the right to make changes to (i) any Interest Determination Date, Floating Rate Period Interest Payment Date, Reference Time,
business day convention or Floating Rate Interest Period, (ii) the manner, timing and frequency of determining the rate and amounts of interest that are payable on the Debt Securities during the Floating Rate Period and the conventions relating
to such determination and calculations with respect to interest, (iii) rounding conventions, (iv) tenors and (v) any other terms or provisions of the Debt Securities during the Floating Rate Period, in each case that the Issuer (in
consultation, to the extent practicable, with the Calculation Agent) or the Issuer’s designee (in consultation with the Issuer) determine, from time to time, to be appropriate to reflect the determination and implementation of such Benchmark
Replacement in a manner substantially consistent with market practice (or, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer’s designee (in consultation with the Issuer) decide that
implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Benchmark Replacement exists, in such other manner as the Issuer (in consultation, to the extent practicable,
with the Calculation Agent) or the Issuer’s designee (in consultation with the Issuer) determine is appropriate (acting in good faith)) (the “Benchmark Replacement Conforming Changes”). Any Benchmark Replacement Conforming
Changes will apply to the Debt Securities for all future Floating Rate Interest Periods. 

  
 A-4 













 The Issuer will promptly give notice of the determination of the Benchmark Replacement, the
Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes to the Trustee, the Paying Agent, the Calculation Agent and the Holders, provided that failure to provide such notice will have no impact on the
effectiveness of, or otherwise invalidate, any such determination. 
 All percentages resulting from any calculation in connection with any
interest rate in respect of this Global Security shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward (for
example, 9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655)), and all Applicable Currency amounts would be rounded to the nearest cent, with one-half cent being rounded upward. 

All determinations, decisions, elections and any calculations made by the Issuer, the Calculation Agent or the Issuer’s designee for the
purposes of calculating the applicable interest on the Debt Securities will be conclusive and binding on the Holders, the Issuer, the Trustee and the Paying Agent, absent manifest error. If made by the Issuer, such determinations, decisions,
elections and calculations will be made in consultation with the Calculation Agent, to the extent practicable. If made by the Issuer’s designee, such determinations, decisions, elections and calculations will be made after consulting with the
Issuer, and the Issuer’s designee will not make any such determination, decision, election or calculation to which the Issuer objects. Notwithstanding anything to the contrary in the Indenture or the Debt Securities, any determinations,
decisions, calculations or elections made in accordance with this provision will become effective without consent from the Holders or any other party. 

Any determination, decision or election relating to the Benchmark not made by the Calculation Agent will be made on the basis described above.
The Calculation Agent shall have no liability for not making any such determination, decision or election. In addition, the Issuer may designate an entity (which may be the Issuer’s Affiliate) to make any determination, decision or election
that the Issuer has the right to make in connection with the determination of the Benchmark. 
 Notwithstanding any other provision of
“Benchmark Transition Provisions” set forth above, no Benchmark Replacement will be adopted, nor will the applicable Benchmark Replacement Adjustment be applied, nor will any Benchmark Replacement Conforming Changes be made, if in the
Issuer’s determination, the same could reasonably be expected to prejudice the qualification of the Debt Securities as own funds instruments for the purposes of the Applicable Rules. 

By its acquisition of the Debt Securities, each Holder (which, for these purposes, includes each beneficial owner) (i) acknowledges,
accepts, consents and agrees to be bound by the Issuer’s or its designee’s determination of a Benchmark Transition Event, a Benchmark Replacement Date, the Benchmark Replacement, the Benchmark Replacement Adjustment and any Benchmark
Replacement Conforming Changes, including as may occur without any prior notice from the Issuer and without the need for the Issuer to obtain any further consent from such Holder, (ii) waives any and all claims, in law and/or in equity, against
the Trustee, the Paying Agent and the Calculation Agent or the Issuer’s designee for, agrees not to initiate a suit against the Trustee, the Paying Agent and the Calculation Agent or the Issuer’s designee in respect of, and agrees that
none of the Trustee, the Paying Agent or the Calculation Agent or the Issuer’s designee will be liable for, the determination of or the failure to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark
Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes, and any losses suffered in connection therewith and (iii) agrees that none of the Trustee, the Paying Agent or the Calculation Agent or the
Issuer’s designee will have any obligation to determine any Benchmark Transition Event, any 

  
 A-5 













 
Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes (including any adjustments thereto), including in the
event of any failure by the Issuer to determine any Benchmark Transition Event, any Benchmark Replacement Date, any Benchmark Replacement, any Benchmark Replacement Adjustment and any Benchmark Replacement Conforming Changes. 

“Applicable Currency” means Dollars. 

“Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Issuer (in
consultation, to the extent practicable, with the Calculation Agent) or the Issuer’s designee (in consultation with the Issuer) as of the Benchmark Replacement Date: 
  

	 	(i)	 the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant
Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment; 



 

	 	(ii)	 the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; and



  

	 	(iii)	 the sum of: (a) the alternate rate of interest that has been selected by the Issuer (in consultation, to
the extent practicable, with the Calculation Agent) or the Issuer’s designee (in consultation with the Issuer) as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any
industry-accepted rate of interest as a replacement for the then-current Benchmark for Dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment; 



“Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the
Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer’s designee (in consultation with the Issuer) as of the Benchmark Replacement Date: 

 

	 	(i)	 the spread adjustment (which may be a positive or negative value or zero) that has been (a) selected or
recommended by the Relevant Governmental Body or (b) determined by the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer’s designee (in consultation with the Issuer) in accordance with the method
for calculating or determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the applicable Unadjusted Benchmark Replacement; 



 

	 	(ii)	 if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA
Fallback Adjustment; 


  

	 	(iii)	 the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer
(in consultation, to the extent practicable, with the Calculation Agent) or the Issuer’s designee (in consultation with the Issuer) giving due consideration to industry-accepted spread adjustments (if any), or method for calculating or
determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominated floating rate notes at such time. 



 

  
 A-6 













 “Benchmark Replacement Date” means the earliest to occur of the following
events with respect to the then-current Benchmark: 
  

	 	(i)	 in the case of clause (i) or (ii) of the definition of “Benchmark Transition Event,” the later
of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or 



 

	 	(ii)	 in the case of clause (iii) of the definition of “Benchmark Transition Event,” the date of the
public statement or publication of information referenced therein. 


 For the avoidance of doubt, if the event giving rise
to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

 “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the
then-current Benchmark: 
  

	 	(i)	 a public statement or publication of information by or on behalf of the administrator of the Benchmark
announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the
Benchmark; 


  

	 	(ii)	 a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an
entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at
the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or 


  

	 	(iii)	 a public statement or publication of information by the regulatory supervisor for the administrator of the
Benchmark announcing that the Benchmark is no longer representative. 


 “Business Day” means a day on
which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, England, and in the City of New York, New York. 

“Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the
same length (disregarding business day adjustments) as the applicable tenor for the then-current Benchmark. 
 “Floating Rate
Interest Period” means, during the Floating Rate Period, the period beginning on (and including) a Floating Rate Period Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Period Interest Payment Date;
provided that the first Floating Rate Interest Period will begin on (and include) November 3, 2032 and will end on (but exclude) the first Floating Rate Period Interest Payment Date. 

“HSBC” means the Issuer together with its subsidiary undertakings. 

  
 A-7 













 “Interest Determination Date” means the third Business Day preceding the
applicable Interest Payment Date. 
 “ISDA Definitions” means the 2006 ISDA Definitions published by the International
Swaps and Derivatives Association, Inc. (“ISDA”) or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time. 

“ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply
for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor. 

“ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be
effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment. 

“NY Federal Reserve’s Website” means the website of the Federal Reserve Bank of New York at http://www.newyorkfed.org
(or any successor website). 
 “Relevant Governmental Body” means the Federal Reserve and/or the Federal Reserve Bank of
New York (“NY Federal Reserve”), or a committee officially endorsed or convened by the Federal Reserve and/or the NY Federal Reserve or any successor thereto. 

“Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. 

Interest in respect of this Global Security that is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall
be paid to the Person in whose name this Global Security (or one or more Predecessor Global Securities) is registered at the close of business on the Regular Record Date for such interest. 

Payment of interest, if any, in respect of this Global Security may be made by check mailed to the address of the Person entitled thereto as
such address shall appear in the Register, or by wire transfer or transfer by any other means to an account designated in writing by such Person to the Paying Agent at least 15 days prior to such payment date. 

Any interest in respect of this Global Security that is payable, but is not punctually paid or duly provided for, on any Interest Payment Date
(herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holders thereof on the relevant Regular Record Date by virtue of their having been such Holders; and such Defaulted Interest may be paid by the Issuer,
at its election in each case, as provided in Clause (1) or (2) below: 
  

	 	(1)	 The Issuer may elect to make payment of such Defaulted Interest to the Persons in whose names this Global
Security (or its respective Predecessor Global Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the manner provided for in the Indenture.



  

	 	(2)	 The Issuer may make payment of any Defaulted Interest on this Global Security in any other lawful manner not
inconsistent with the requirements of any securities exchange on which this Global Security may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Issuer to the Trustee of the proposed payment pursuant
to this clause, such manner of payment shall be deemed practicable by the Trustee. 


  

  
 A-8 













 All payments made under or with respect to this Global Security shall be paid by the Issuer,
without deduction or withholding for, or on account of, any and all present and future taxes, levies, imposts, duties, charges, fees, deductions or withholdings whatsoever imposed, levied, collected, withheld or assessed by or on behalf of the
United Kingdom or any political subdivision or taxing authority thereof or therein having the power to tax (each, a “Taxing Jurisdiction”), unless required by law. If such deduction or withholding shall at any time be required by
the law of the Taxing Jurisdiction, the Issuer shall pay such additional amounts in respect of payments of interest only (and not principal) on this Global Security (“Additional Amounts”) as may be necessary so that the net amounts
(including Additional Amounts) paid to the Holders, after such deduction or withholding, shall be equal to the respective amounts of interest which the Holders would have been entitled to receive in respect of this Global Security in the absence of
such deduction or withholding; provided that the foregoing shall not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which: (i) would not be payable or due but for the fact that the Holder or the
beneficial owner of this Global Security is domiciled in, or is a national or resident of, or engaging in business or maintaining a permanent establishment or being physically present in, the Taxing Jurisdiction or otherwise has some connection or
former connection with the Taxing Jurisdiction other than the holding or ownership of this Global Security, or the collection of interest payments on, or the enforcement of, this Global Security; (ii) would not be payable or due but for the
fact that this Global Security (x) is presented for payment in the Taxing Jurisdiction or (y) is presented for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that
the Holder would have been entitled to such Additional Amount on presenting the same for payment at the close of such 30 day period; (iii) would not have been imposed if presentation for payment of this Global Security had been made to a paying
agent other than the paying agent to which the presentation was made; (iv) is imposed in respect of a Holder that is not the sole beneficial owner of the interest, or a portion thereof, or that is a fiduciary or partnership, but only to the
extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would not have been entitled to the payment of an Additional Amount had the beneficiary, settlor, beneficial owner or member received
directly its beneficial or distributive share of the payment; (v) is imposed because of the failure to comply by the Holder or the beneficial owner of this Global Security or the beneficial owner of any payment on this Global Security with a
request from the Issuer addressed to the Holder or the beneficial owner, including a written request from the Issuer related to a claim for relief under any applicable double tax treaty (x) to provide information concerning the nationality,
residence, identity or connection with a taxing jurisdiction of the Holder or the beneficial owner, or (y) to make any declaration or other similar claim to satisfy any information or reporting requirement, if the information or declaration is
required or imposed by a statute, treaty, regulation, ruling or administrative practice of the Taxing Jurisdiction as a precondition to exemption from withholding or deduction of all or part of the tax, duty, assessment or other governmental charge;
(vi) is imposed in respect of any estate, inheritance, gift, sale, transfer, personal property, wealth or similar tax, duty, assessment or other governmental charge; or (vii) is imposed in respect of any combination of the above items.

 Whenever in this Global Security there is mentioned, in any context, the payment of any interest on, or in respect of, any Debt Security
or the net proceeds received on the sale or exchange of any Debt Security, such mention shall be deemed to include mention of the payment of Additional Amounts to the extent that, in such context, Additional Amounts are, were or would be payable in
respect thereof and express mention of the payment of Additional Amounts (if applicable) in any provisions hereof shall not be construed as excluding Additional Amounts in those provisions hereof where such express mention is not made. 

  
 A-9 













 Upon any exchange of a portion of this Global Security for a definitive Debt Security, the
portion of the principal amount hereof so exchanged shall be endorsed by the Registrar on Schedule A hereto. The principal amount hereof shall be reduced for all purposes by the amount so exchanged and endorsed. 

Reference is hereby made to the further provisions of this Global Security set forth on the reverse hereof, which further provisions shall for
the purposes hereof have the same effect as if set forth at this place. 
 Unless the certificate of authentication hereon has been executed
by the Trustee or an authenticating agent, this Global Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes. 

[Remainder of page intentionally left blank] 

  
 A-10 













 IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly executed. 

 

			
	By:	 	 
	
	 HSBC Holdings plc,
 as
Issuer



 Dated:                  , 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

This is one of the Debt Securities of a series issued under the within-mentioned Indenture. 

 

			
		
	By:	 	 


 Dated:                  , 

 

			
	 The Bank of New York Mellon, London Branch,

as Trustee




  
 A-11 













 REVERSE OF GLOBAL SECURITY 

US$[•] 
 8.113% FIXED
RATE/FLOATING RATE SUBORDINATED NOTES DUE 2033 
 This Global Security is one of a duly authorized issue of Debt Securities issued and to be
issued in one or more series under and governed by an Indenture dated as of March 12, 2014, by and among the Issuer, The Bank of New York Mellon, London Branch, as trustee (the “Trustee,” which term includes any successor
trustee under the Indenture), and HSBC Bank USA, National Association, as Registrar and Paying Agent (the “Agent,” which term includes any successor Registrar or Paying Agent), as amended or supplemented from time to time, by and
among the Issuer, the Trustee and the Agent (together, the “Base Indenture”), as amended and supplemented by a Fifth Supplemental Indenture dated as of November 3, 2022, by and among the Issuer, the Trustee and the Agent (the
“Fifth Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, the Holders and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered. 

The rights of Holders shall, in the event of the winding up of the Issuer, to the extent more fully set out in the Indenture, be subordinated
and subject in right of payment to the prior payment in full of all claims of creditors of the Issuer except creditors in respect of any liability of the Issuer however arising for the payment of money, the right to payment of which by the Issuer by
the terms thereof is, or is expressed to be, subordinated in the event of a winding up of the Issuer to the claims of all or any of the creditors of the Issuer, and creditors in respect of debt securities with no maturity issued pursuant to a
separate indenture between the Issuer and a trustee. 
 Under the terms of the Indenture, the Debt Securities may be redeemed, in whole but
not in part, at the Issuer’s sole discretion, on not less than 10 nor more than 60 days’ notice, at any time at a Redemption Price equal to the principal amount thereof, together with accrued interest, if any, to the date fixed for
redemption (a “Tax Event Redemption”), if, at any time, the Issuer determines that: 
 (i) in making payment
under the Debt Securities in respect of principal (or premium, if any), interest, or missed payment the Issuer has or shall or would become obligated to pay Additional Amounts as provided in the Indenture and in this Global Security provided such
obligation to pay Additional Amounts results from a change in or amendment to the laws of the Taxing Jurisdiction, or any change in the official application or interpretation of such laws (including a decision of any court or tribunal), or any
change in, or in the official application or interpretation of, or execution of, or amendment to, any treaty or treaties affecting taxation to which the United Kingdom is a party, which change, amendment or execution becomes effective on or after
the Issue Date; or 
 (ii) the payment of interest in respect of the Debt Securities has become or will or would be treated
as a “distribution” within the meaning of Section 1000 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or reenactment thereof for the time being) as a result of a change in or amendment to the laws
of the Taxing Jurisdiction, or any change in the official application or interpretation of such laws, including a decision of any court, which change or amendment becomes effective on or after the Issue Date; provided, however that, in the
case of (i) above, no notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a payment in respect of the Debt Securities then due. 

  
 A-12 













 Under the terms of the Indenture, if, at any time, the Issuer shall determine that a Capital
Disqualification Event has occurred, the Debt Securities may be redeemed, in whole but not in part, at the Issuer’s sole discretion within 90 days of the occurrence of the relevant Capital Disqualification Event, on not less than 10 nor more
than 60 days’ notice, at a Redemption Price equal to 100% of the principal amount, together with accrued but unpaid interest, if any, in respect of such Debt Securities to (but excluding) the applicable Redemption Date (a “Capital
Disqualification Event Redemption”). 
 “Capital Disqualification Event” means an event that shall be deemed to
have occurred if the Company determines, at any time after the Issue Date, there is a change in the regulatory classification of the Notes that results or will result in either their: 

 

	 	(i)	 exclusion in whole or in part from the regulatory capital for the HSBC Group; or 



 

	 	(ii)	 reclassification in whole or in part as a form of regulatory capital of the HSBC Group that is lower than Tier
2 capital (if any). 


 Under the terms of the Indenture, the Debt Securities may be redeemed, in whole but not in part, at
the Issuer’s sole discretion, on not less than 10 nor more than 60 days’ notice, on the Par Redemption Date. The Redemption Price will be equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the
Par Redemption Date. 
 “Par Redemption Date” means November 3, 2032. 

Notwithstanding anything to the contrary in the Indenture or the Debt Securities, the Issuer may only redeem or purchase the Debt Securities
prior to the Maturity Date pursuant to the Indenture (i) if the Issuer has obtained the Relevant Supervisory Consent, (ii) prior to the fifth anniversary of the Issue Date, if the Applicable Rules so oblige, the Issuer has demonstrated to
the satisfaction of the Relevant Regulator that (x) pursuant to a Capital Disqualification Event Redemption, the relevant change in the regulatory classification of the Debt Securities was not reasonably foreseeable on the Issue Date;
(y) pursuant to a Tax Event Redemption, the relevant tax event is a change in the applicable tax treatment of the Debt Securities which is material and was not reasonably foreseeable on the Issue Date; or (z) in any circumstances, the
Issuer has (or will have), before or at the same time as such redemption or purchase, replaced the Debt Securities with own funds instruments of equal or higher quality at terms that are sustainable for the Issuer’s income capacity, and the
Relevant Regulator has permitted such action on the basis of the determination that it would be beneficial from a prudential point of view and justified by exceptional circumstances, and (iii) the Issuer has complied with any alternative or
additional pre-conditions to redemption or purchase, as applicable, set out in the Applicable Rules. 

“Applicable Rules” means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital
adequacy (including, without limitation, as to leverage) then in effect in the United Kingdom including, without limitation to the generality of the foregoing, the UK CRR, the Banking Act and any regulations, requirements, guidelines and policies
relating to capital adequacy adopted by the Relevant Regulator from time to time (whether or not such requirements, guidelines or policies are applied generally or specifically to the Issuer or to the Issuer and any of its holding or subsidiary
companies or any subsidiary of any such holding company), in each case as amended, supplemented or replaced from time to time. 

“Banking Act” means the UK Banking Act 2009, as amended. 

“EUWA” means the European Union (Withdrawal) Act 2018, as amended. 

  
 A-13 













 “HSBC Group” means the Issuer together with its subsidiary undertakings.

 “PRA” means the UK Prudential Regulation Authority or any successor entity. 

“Relevant Regulator” means the PRA or any successor entity or other entity primarily responsible for the prudential
supervision of the Issuer. 
 “Relevant Supervisory Consent” means, in relation to any redemption or purchase of the Debt
Securities, any required permission of the Relevant Regulator applicable to the Issuer. For the avoidance of doubt, Relevant Supervisory Consent will not be required if either (i) none of the Debt Securities qualify as part of the Issuer’s
regulatory capital pursuant to the Applicable Rules, (ii) the relevant Debt Securities are repurchased for market-making purposes in accordance with any permission given by the Relevant Regulator pursuant to the Applicable Rules within the
limits prescribed in such permission or (iii) the relevant Debt Securities are being redeemed or repurchased pursuant to any general prior permission granted by the Relevant Regulator pursuant to the Applicable Rules within the limits
prescribed in such permission. 
 “UK CRR” means Regulation (EU) No. 575/2013 on prudential requirements for credit
institutions and investment firms of the European Parliament and of the Council of 26 June 2013, as amended or supplemented, as it forms part of domestic law in the UK by virtue of the EUWA; 

If an Event of Default with respect to the Debt Securities of this series shall occur and be continuing, the principal of all of the Debt
Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture and this Global Security. The Indenture provides that in certain circumstances such declaration and its consequences may be
rescinded and annulled by the Holders of a majority in aggregate principal amount of the Outstanding Debt Securities of such series. If a Default with respect to Debt Securities of this series occurs and is continuing, the Trustee may pursue certain
remedies as set forth in the Indenture. The Holders of not less than a majority in aggregate principal amount of the Outstanding Debt Securities of this series may on behalf of all Holders waive any past Event of Default or any Default under the
Indenture or the Debt Securities and its consequences except a default (i) in the payment of principal of or any installment of interest on any of the Debt Securities or (ii) in respect of a covenant or provision which under the Indenture
cannot be modified or amended without the consent of the Holder of this Debt Security, and any such consent or waiver shall bind every future Holder of this Debt Security and of any Debt Security issued upon the registration of transfer hereof or in
exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debt Security or such other Debt Securities. 

An “Event of Default” with respect to the Debt Securities means any one of the following events: (i) an order is made by
an English court which is not successfully appealed within 30 days after the date such order was made for winding up of the Issuer other than in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency; or
(ii) an effective resolution is validly adopted by the Issuer’s shareholders for winding up of the Issuer other than in connection with a scheme of amalgamation or reconstruction not involving bankruptcy or insolvency. 

A “Default” with respect to the Debt Securities means any one of the following events: (i) failure to pay principal or
premium, if any, on the Debt Securities at maturity, and such default continues for a period of 30 days; or (ii) failure to pay any interest on the Debt Securities when due and payable, which failure continues for 30 days. 

  
 A-14 













 If a Default occurs, the Trustee may institute proceedings in England (but not elsewhere)
for the Issuer’s winding up; provided that the Trustee may not, upon the occurrence of a Default, accelerate the maturity of any Debt Securities then Outstanding, unless an Event of Default has occurred and is continuing. 

The Indenture contains provisions permitting the Issuer and the Trustee (i) without the consent of the Holders of any Debt Securities
issued under the Indenture to execute one or more supplemental indentures for certain enumerated purposes, such as to cure any ambiguity or to secure the Debt Securities, and (ii) with the consent of the Holders of not less than a majority in
aggregate principal amount of the Outstanding Debt Securities of each series of Debt Securities affected thereby, to execute supplemental indentures for the purpose of adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of modifying in any manner the rights of Holders under the Indenture; provided that, with respect to certain enumerated provisions, no such supplemental indenture may be entered into without the consent of the
Holder of each Outstanding Debt Security affected thereby. The Indenture also permits the Holders of at least a majority in aggregate principal amount of the Outstanding Debt Securities of each series to be affected, on behalf of the Holders of all
Debt Securities of such series, to waive compliance by the Issuer with certain restrictive provisions of the Indenture. Any such consent or waiver by the Holder of this Global Security shall bind every future Holder of this Global Security and of
any Global Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Global Security or such other Global Securities. 

Subject to the terms of the Indenture, the Depositary may surrender this Global Security or any portion hereof in exchange, in whole or in
part, for definitive Debt Securities, of this series in registered form and the Registrar, acting on behalf of the Issuer, shall authenticate and deliver in exchange for this Global Security or the portions thereof to be exchanged, an equal
aggregate face amount of definitive Debt Securities (duly countersigned) in the numbers and in the names advised by the Depositary. 
 No
repayment or payment of Amounts Due shall 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. 
 The exercise of the UK
Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities shall not constitute an Event of Default or a Default. 

“Amounts Due” means the principal amount of, and any accrued but unpaid interest, including any Additional Amounts, on, the
Debt 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. 
 “UK Bail-in Legislation” means Part I of the Banking Act and any
other law or regulation applicable in the UK relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (otherwise than through liquidation, administration or other insolvency
proceedings). 
 “UK Bail-in Power” means the powers under the UK Bail-in Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or affiliate of a bank or investment firm, to cancel, write-down, transfer, reduce, modify or change the
form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such
contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability. 

  
 A-15 













 “Relevant UK Resolution Authority” means any authority with the ability to
exercise a UK Bail- in Power. 
 By its acquisition of the Debt Securities represented by this Global Security, each Holder (which, for
these purposes, includes each beneficial owner of the Debt Securities): acknowledges, accepts, consents and agrees, notwithstanding any other term of the Debt Securities, the Indenture or any other agreements, arrangements or understandings between
the Issuer and any Holder, to be bound by: (x) the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority that (without limitation) may include and result in any of the
following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts Due; (ii) the conversion of all, or a portion, of the Amounts Due into the Issuer’s or another Person’s ordinary shares, other
securities or other obligations (and the issue to, or conferral on, the Holder of such ordinary shares, other securities or other obligations), including by means of an amendment, modification or variation of the terms of the Debt Securities or the
Indenture; (iii) the cancellation of the Debt Securities; and/or (iv) the amendment or alteration of the Maturity Date or amendment of the amount of interest payable on the Debt Securities, or the Interest Payment Dates, including by
suspending payment for a temporary period; and (y) the variation of the terms of the Debt Securities or the Indenture, if necessary, to give effect to the exercise of any UK Bail-in Power by the Relevant
UK Resolution Authority. 
 By its acquisition of the Debt Securities, each Holder (which, for these purposes, includes each beneficial
owner of the Debt Securities): (a) acknowledges and agrees that the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities shall not give rise to a Default
or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (b) to the extent permitted by the Trust Indenture Act, waives any and
all claims, in law and/or in equity, against the Trustee for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be liable for, any action that the Trustee takes, or abstains from taking, in either
case in accordance with the exercise of (i) the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities or (ii) the limited remedies available under the Indenture
and the Debt Securities for a non-payment of principal and/or interest on the Debt Securities; and (c) acknowledges and agrees that, upon the exercise of any UK
Bail-in Power by the Relevant UK Resolution Authority, the Trustee shall not be required to take any further directions from Holders under Section 5.12 (Control by Holders of Debt Securities) of
the Base Indenture; and that the Indenture shall not impose any duties upon the Trustee whatsoever with respect to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority. 

Notwithstanding clause (c) of the immediately preceding paragraph, if, following the completion of the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, the Debt Securities remain outstanding (for example, if the exercise of the UK Bail-in Power results in only a partial
write-down of the principal of the Debt Securities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Debt Securities following such completion to the extent that the Issuer and the Trustee shall agree
pursuant to a supplemental indenture or an amendment to the Indenture; provided, however, that notwithstanding the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, there shall
at all times be a Trustee hereunder pursuant to, and in accordance with, Section 6.09 of the Base Indenture, and the resignation and/or removal of the Trustee and the appointment of a successor trustee shall continue to be governed by Sections
6.10 and 6.11 of the Base Indenture, respectively, including to the extent no additional supplemental indenture or amendment to the Indenture is agreed upon pursuant to the Indenture in the event the Debt Securities remain outstanding following the
completion of the exercise of the UK Bail-in Power. 

  
 A-16 













 In addition to the right to enter into supplemental indentures pursuant to Sections 9.01 and
9.02 of the Base Indenture, the Issuer and the Trustee may enter into one or more indentures supplemental to the Indenture to modify and amend the terms of the Indenture or the Debt Securities, without the further consent of any Holders, to the
extent necessary to give effect to the exercise by the Relevant UK Resolution Authority of the UK Bail-in Power. 

Upon the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the
Debt Securities, the Issuer shall provide a written notice to the Holders through DTC as soon as practicable regarding such exercise of the UK Bail-in Power for purposes of notifying Holders and beneficial
owners of the Debt Securities of such occurrence. The Issuer shall also deliver a copy of such notice to the Trustee for information purposes. Any delay or failure by the Issuer in delivering the notices referred to in this paragraph to the Holders
or the Trustee shall not affect the validity or enforceability of the UK Bail-in Power. 
 It is the
parties’ intention that the Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Base Indenture shall survive any exercise of the UK Bail-in Power by the Relevant
UK Resolution Authority. 
 Upon the exercise of any UK Bail-in Power by the Relevant UK Resolution
Authority that results in the reduction or cancellation of all, or a portion, of the principal amount of this Global Security and/or the conversion of all, or a portion, of the principal amount of this Global Security into shares or other securities
or other obligations of the Issuer or another person, the portion of the principal amount hereof so reduced, cancelled and/or converted shall be endorsed by the Registrar on Schedule B hereto. The principal amount hereof shall be reduced for all
purposes by the amount so reduced, cancelled and/or converted. 
 To the fullest extent permitted by law, the Holders and the Trustee,
in respect of any claims of such Holders to payment of any principal, premium or interest in respect of the Debt Securities, by their acceptance of the Debt Securities, shall be deemed to have waived any right of set-off or counterclaim that such Holders or, as the case may be, the Trustee in such respect, might otherwise have. 

ANY HOLDER OR BENEFICIAL OWNER OF THE DEBT SECURITIES THAT ACQUIRES THE DEBT SECURITIES IN THE SECONDARY MARKET AND ANY SUCCESSORS, ASSIGNS,
HEIRS, EXECUTORS, ADMINISTRATORS, TRUSTEES IN BANKRUPTCY AND LEGAL REPRESENTATIVES OF ANY HOLDER OR BENEFICIAL OWNER OF THE DEBT SECURITIES SHALL BE DEEMED TO ACKNOWLEDGE, AGREE TO BE BOUND BY AND CONSENT TO THE SAME PROVISIONS SPECIFIED HEREIN TO
THE SAME EXTENT AS THE HOLDERS OR BENEFICIAL OWNERS OF THE DEBT SECURITIES THAT ACQUIRE THE DEBT SECURITIES UPON THEIR INITIAL ISSUANCE, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ACKNOWLEDGEMENT AND AGREEMENT TO BE BOUND BY AND CONSENT TO
THE TERMS OF THE DEBT SECURITIES RELATED TO THE UK BAIL-IN POWER, THE BENCHMARK AND THE LIMITED REMEDIES AVAILABLE UNDER THE INDENTURE AND THE DEBT SECURITIES FOR A
NON-PAYMENT OF PRINCIPAL AND/OR INTEREST ON THE DEBT SECURITIES. 
 The Indenture and the Debt
Securities may be amended and modified as provided in the Indenture. 
 All terms used in this Global Security and not otherwise defined
shall have the meanings ascribed to them in the Indenture. 

  
 A-17 













 The Fifth Supplemental Indenture and the Debt Securities shall be governed by, and construed
in accordance with, the laws of the State of New York, except that (i) Article Twelve of the Base Indenture (and the corresponding provisions in the Debt Securities) and (ii) the authorization and execution by the Issuer of the Indenture
and the Debt Securities shall be governed by, and construed in accordance with, the laws of England and Wales. 

  
 A-18 













 SCHEDULE A 

EXCHANGES FOR DEFINITIVE DEBT SECURITIES 

The following exchanges of parts of this Global Security for Definitive Debt Securities have been made: 

 

					
	 Date Made
	  	 Principal amount

exchanged for Definitive
 Debt
Securities
	  	 Remaining principal

amount following such

exchange

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



  
 A-19 













 SCHEDULE B 

REDUCTION, CANCELLATION OR CONVERSION OF DEBT SECURITIES UPON THE 

EXERCISE OF ANY UK BAIL-IN POWER BY THE RELEVANT UK RESOLUTION AUTHORITY 

 

					
	 Date made
	  	 Principal amount

reduced, cancelled

and/or converted
	  	 Remaining principal

amount following

reduction, cancellation

and/or conversion

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  

			
	  
	  	  
	  	  



  
 A-20