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 

 
  

SECOND SUPPLEMENTAL INDENTURE 

Dated as of September 17, 2014 
  

 
 To the Contingent
Convertible Securities Indenture, dated as of August 1, 2014, 
 among the Issuer, the Trustee and the Paying Agent and Registrar 

$2,250,000,000 6.375% Perpetual Subordinated Contingent 

Convertible Securities (Callable September 2024 and Every Five Years Thereafter) 

 
  

 







 TABLE OF CONTENTS 

 

							
	 	 	 	  	Page	 
	
	 ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
	   
   

			
	 Section 1.01
	 	 Definitions
	  	 	1	  
			
	 Section 1.02
	 	 Effect of Headings
	  	 	16	  
			
	 Section 1.03
	 	 Separability Clause
	  	 	16	  
			
	 Section 1.04
	 	 Benefits of Instrument
	  	 	16	  
			
	 Section 1.05
	 	 Relation to Base Indenture
	  	 	16	  
			
	 Section 1.06
	 	 Relation to Calculation Agent Agreement
	  	 	16	  
			
	 Section 1.07
	 	 Construction and Interpretation
	  	 	17	  
	
	 ARTICLE II

$2,250,000,000 6.375% PERPETUAL SUBORDINATED CONTINGENT

CONVERTIBLE SECURITIES (CALLABLE SEPTEMBER 2024 AND EVERY FIVE

YEARS THEREAFTER
	   
   

  
   

			
	 Section 2.01
	 	 Creation of Series; Establishment of Form
	  	 	17	  
			
	 Section 2.02
	 	 Interest
	  	 	18	  
			
	 Section 2.03
	 	 Interest Payments Discretionary
	  	 	19	  
			
	 Section 2.04
	 	 Restriction on Interest Payments
	  	 	20	  
			
	 Section 2.05
	 	 Agreement to Interest Cancellation
	  	 	20	  
			
	 Section 2.06
	 	 Notice of Interest Cancellation
	  	 	21	  
			
	 Section 2.07
	 	 Payment of Principal, Interest and Other Amounts
	  	 	21	  
			
	 Section 2.08
	 	 Optional Redemption
	  	 	21	  
			
	 Section 2.09
	 	 Optional Tax Redemption
	  	 	21	  
			
	 Section 2.10
	 	 Regulatory Event Redemption
	  	 	22	  
			
	 Section 2.11
	 	 Notice of Redemption
	  	 	23	  
			
	 Section 2.12
	 	 Limitations on Redemption
	  	 	23	  
			
	 Section 2.13
	 	 Cancelled Interest Not Payable Upon Redemption
	  	 	23	  
			
	 Section 2.14
	 	 Purchases
	  	 	23	  
			
	 Section 2.15
	 	 Automatic Conversion upon Capital Adequacy Trigger Event
	  	 	24	  
			
	 Section 2.16
	 	 Conversion Shares
	  	 	27	  
			
	 Section 2.17
	 	 Conversion Shares Offer
	  	 	28	  
			
	 Section 2.18
	 	 Settlement Procedure
	  	 	29	  


  
 ii 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 Section 2.19
	 	 Failure to Deliver an Automatic Conversion Settlement Notice
	  	 	30	  
			
	 Section 2.20
	 	 Agreement with Respect to Exercise of U.K Bail-In Power
	  	 	31	  
			
	 Section 2.21
	 	 Notice via DTC
	  	 	33	  
			
	 Section 2.22
	 	 Records Adjustment
	  	 	33	  
	
	 ARTICLE III

ANTI-DILUTION
	   
   

			
	 Section 3.01
	 	 Adjustment of Conversion Price and Conversion Shares Offer Price
	  	 	33	  
			
	 Section 3.02
	 	 No Retroactive Adjustments
	  	 	37	  
			
	 Section 3.03
	 	 Decision of an Independent Financial Advisor
	  	 	37	  
			
	 Section 3.04
	 	 Rounding Down and Notice of Adjustment to the Conversion Price and the Conversion Shares Offer Price
	  	 	38	  
			
	 Section 3.05
	 	 Qualifying Takeover Event
	  	 	38	  
	
	 ARTICLE IV

DEFAULTS AND REMEDIES
	   
   

			
	 Section 4.01
	 	 Winding-Up
	  	 	39	  
			
	 Section 4.02
	 	 Non-Payment Event
	  	 	39	  
			
	 Section 4.03
	 	 Limited Remedies for Breach of Obligations (Other than Non-Payment)
	  	 	40	  
			
	 Section 4.04
	 	 No Other Remedies and Other Terms
	  	 	41	  
			
	 Section 4.05
	 	 Waiver of Past Defaults
	  	 	42	  
	
	 ARTICLE V

SUBORDINATION
	   
   

			
	 Section 5.01
	 	 Securities Subordinate to Claims of Senior Creditors
	  	 	42	  
	
	 ARTICLE VI

AMENDMENTS TO THE BASE INDENTURE APPLICABLE TO THE SECURITIES
	   
   

			
	 Section 6.01
	 	 Additional Amounts
	  	 	44	  
	
	 ARTICLE VII

AMENDMENTS TO THE BASE INDENTURE APPLICABLE TO ALL SERIES OF SECURITIES
	   
   

			
	 Section 7.01
	 	 Set off
	  	 	45	  
	
	 ARTICLE VIII

MISCELLANEOUS PROVISIONS
	   
   

			
	 Section 8.01
	 	 Effectiveness
	  	 	45	  


  
 iii 









 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 Section 8.02
	 	 Original Issue
	  	 	46	  
			
	 Section 8.03
	 	 Ratification and Integral Part
	  	 	46	  
			
	 Section 8.04
	 	 Priority
	  	 	46	  
			
	 Section 8.05
	 	 Successors and Assigns
	  	 	46	  
			
	 Section 8.06
	 	 Subsequent Holders Agreement
	  	 	46	  
			
	 Section 8.07
	 	 Counterparts
	  	 	46	  
			
	 Section 8.08
	 	 Governing Law
	  	 	46	  

  

			
	 EXHIBIT A – Form of Global Security
	  	 A-1

	 EXHIBIT B – Form of Automatic Conversion Notice
	  	 B-1

	 EXHIBIT C – Form of Capital Adequacy Trigger Event Officers’ Certificate
	  	 C-1

	 EXHIBIT D – Form of Conversion Shares Offer Notice
	  	 D-1

	 EXHIBIT E – Form of Automatic Conversion Settlement Request Notice
	  	 E-1



  
 iv 








 SECOND SUPPLEMENTAL INDENTURE, dated as of September 17, 2014 (this
“Second Supplemental Indenture”) between 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 located at 101 Barclay Street, Floor 7-East, New York, New
York 10286, and its Corporate Trust Office at One Canada Square, London E14 5AL, and HSBC BANK USA, NATIONAL ASSOCIATION, as Paying Agent, Registrar and Calculation Agent (each as defined herein) (the “Agent”), having its principal
office at 452 Fifth Avenue, 8E6, New York, New York 10018, to the CONTINGENT CONVERTIBLE SECURITIES INDENTURE, dated as of August 1, 2014 among the Company, the Trustee and the Registrar and Paying Agent, as amended from time to time (the
“Base Indenture” and, together with this Second Supplemental Indenture, the “Indenture”). 
 RECITALS OF
THE COMPANY 
 WHEREAS, the Company, the Trustee and the Paying Agent and Registrar are parties to the Base Indenture,
which provides for the issuance by the Company from time to time of Contingent Convertible Securities in one or more series; 

WHEREAS, Section 9.01(f) of the Base Indenture permits supplements thereto without the consent of Holders of Contingent
Convertible Securities to establish the form or terms of Contingent Convertible Securities of any series as permitted by Sections 2.01 and 3.01 of the Base Indenture; 

WHEREAS, as contemplated by Section 3.01 of the Base Indenture, the Company intends to issue a new series of Contingent
Convertible Securities to be known as the Company’s “$2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities (Callable September 2024 and Every Five Years Thereafter)” (the “Securities”) under
the Indenture; 
 WHEREAS, the Company has taken all necessary corporate action to authorize the execution and delivery of
this Second Supplemental Indenture; 
 NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH: 

For and in consideration of the premises and the other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Company, the Trustee and the Agent mutually agree as follows with regard to the Securities: 
 ARTICLE I 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

SECTION 1.01 Definitions. 

Except as otherwise expressly provided or unless the context otherwise requires, all terms used in this Second Supplemental
Indenture that are defined in the Base Indenture shall have the meanings ascribed to them in the Base Indenture. The following terms used in this Second Supplemental Indenture have the following respective meanings with respect to the Securities
only: 
 “Acquirer” means the person or persons that control (as such term is used with
respect to the definition of “Takeover Event”) the Company following a Takeover Event. 







 “Adjusted Reset Date” has the meaning set forth
in Section 2.02(b). 
 “Agent” has the meaning set forth in the first paragraph of this
Second Supplemental Indenture. 
 “Approved Entity” means a body corporate that is
incorporated or established under the laws of an OECD member state and which, on the occurrence of the Takeover Event, has in issue Approved Entity Shares. 

“Approved Entity Shares” means ordinary shares in the capital of a body corporate that
constitutes Equity Share Capital or the equivalent (or depository or other receipts representing the same) which are listed and admitted to trading on a Recognized Stock Exchange. 

“Assets” has the meaning set forth in Section 5.01. 

“Auditors” means (i) the Company’s auditors or, if the Company has joint auditors,
any one of such joint auditors or (ii) in the event their being unable or unwilling to carry out any action requested of them pursuant to the terms of the Securities and the Indenture or in such circumstances and for such purposes as the
Trustee may approve, either (x) such other firm of accountants as may be nominated by the Company and approved by the Trustee or (y) failing such nomination and/or approval within three (3) Business Days of a request by the Trustee to
the Company for such nomination, as may be nominated by the Trustee. 
 “Automatic
Conversion” means the irrevocable and automatic release of all of the Company’s obligations under the Securities in consideration of the Company’s issuance of the Conversion Shares to the Conversion Shares Depository (or to the
relevant recipient pursuant to Section 2.15) (on behalf of the Holders and Beneficial Owners), all in accordance with the terms of the Securities and the Indenture. 

“Automatic Conversion Notice” means the written notice (substantially in the form attached
hereto as Exhibit B) to be delivered by the Company to the Trustee and the Paying Agent directly and to the Holders, in the case of Global Securities, via DTC (or, if the Securities are definitive Securities, to the Holders at their
addresses shown on the Register) specifying (i) that a Capital Adequacy Trigger Event has occurred, (ii) the Conversion Date or expected Conversion Date, (iii) that the Company has the option, at its sole and absolute discretion, to
elect that a Conversion Shares Offer be conducted and that the Company shall issue a Conversion Shares Offer Notice within ten (10) Business Days following the Conversion Date notifying Holders of the Company’s election and (iv) that
the Securities shall remain in existence for the sole purpose of evidencing the right of the Holders to receive Conversion Shares or Conversion Shares Offer Consideration, as applicable, from the Conversion Shares Depository (or the relevant
recipient pursuant to Section 2.15), and that the Securities may continue to be transferable until the Suspension Date, which shall be specified in the Conversion Shares Offer Notice. 

  
 2 








 “Automatic Conversion Settlement Notice” means a
written notice (substantially in the form attached hereto as Exhibit E) to be delivered by the Holder or Beneficial Owner (or custodian, broker, nominee or other representative thereof) to the Conversion Shares Depository (or to the
relevant recipient of the Conversion Shares pursuant to Section 2.15), with a copy to the Trustee and the Paying Agent, no earlier than the Suspension Date containing the following information: (i) the name of the Holder or Beneficial
Owner (or custodian, broker, nominee or other representative thereof), (ii) the Tradable Amount held by such Holder or Beneficial Owner (or custodian, broker, nominee or other representative thereof) on the date of such notice, (iii) the
name to be entered in the Company’s share register, (iv) the details of the CREST or other clearing system account or, if the Conversion Shares are not a participating security in CREST or another clearing system, the address to which the
Conversion Shares (or Conversion Shares Component, if any) should be delivered, (v) for purposes of receiving any Cash Component (if not expected to be delivered through DTC), the necessary details and instructions to deposit such Cash
Component to a bank account that accepts funds in dollars and (vi) such other details as may be required by the Conversion Shares Depository. 

“Automatic Conversion Settlement Request Notice” means the written notice to be delivered by
the Company to the Trustee and the Paying Agent directly and to the Holders and Beneficial Owners via DTC (or, if the Securities are definitive Securities, to the Holders at their addresses shown on the Register) on the Suspension Date
(i) requesting that Holders and Beneficial Owners complete an Automatic Conversion Settlement Notice and (ii) specifying (a) the Notice Cut-off Date and (b) the Final Cancellation Date. 

“Balance Sheet Condition” has the meaning set forth in Section 5.01(c). 

“Base Indenture” has the meaning set forth in the first paragraph of this Second
Supplemental Indenture. 
 “Beneficial Owners” shall mean (a) with respect to Global
Securities, the beneficial owners of the Securities prior to the occurrence of the Final Cancellation Date and (b) with respect to definitive Securities, the Holders in whose names the Securities are registered in the Register. 

“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, or in New York City, New York. 

“Calculation Agent” means HSBC Bank USA, National Association, or its successor appointed by
the Company pursuant to the Calculation Agent Agreement. 
 “Calculation Agent Agreement”
means the calculation agent agreement dated as of September 17, 2014 among the Company and the Calculation Agent. 

  
 3 








 “Cancellation Date” means (i) with respect
to any Security for which an Automatic Conversion Settlement Notice is received by the Conversion Shares Depository on or before the Notice Cut-off Date, the applicable Settlement Date and (ii) with respect to any Security for which an
Automatic Conversion Settlement Notice is not received by the Conversion Shares Depository on or before the Notice Cut-off Date, the Final Cancellation Date. 

“Capital Adequacy Trigger Event” shall occur if the End-point CET1 Ratio as of any Quarterly
Financial Period End Date or Extraordinary Calculation Date, as the case may be, is less than 7.0% on such date. 

“Capital Adequacy Trigger Event Officers’ Certificate” has the meaning set forth in
Section 2.15(b). 
 “Capital Instruments Regulations” means any regulatory capital
rules, regulations or standards which are in the future applicable to the Company (on a solo or consolidated basis and including any implementation thereof or supplement thereto by the PRA from time to time) and which lay down the requirements to be
fulfilled by financial instruments for inclusion in the Company’s regulatory capital (on a solo or consolidated basis) as required by (i) the CRR and/or (ii) the CRD, including (for the avoidance of doubt) any regulatory technical
standards issued by the European Banking Authority. 
 “Cash Component” means that portion,
if any, of the Conversion Shares Offer Consideration consisting of cash. 
 “Cash Dividend”
means any dividend or distribution in respect of Ordinary Shares to Shareholders which is to be paid or made in cash (in whatever currency), however described and whether payable out of share premium account, profits, retained earnings or any other
capital or revenue reserve or account and including a distribution or payment to Shareholders upon or in connection with a reduction of capital. 

“CET1 Capital” means, as of any date, the sum, expressed in dollars, of all amounts that
constitute common equity Tier 1 capital of the HSBC Group as of such date, less any deductions from common equity Tier 1 capital required to be made as of such date, in each case as calculated by the Company on a consolidated basis and without
applying the transitional provisions set out in Part Ten of the CRR in accordance with the Relevant Rules applicable to the Company as at such date (which calculation shall be binding on the Trustee, the Paying Agent and the Holders). For the
purposes of this definition, the term “common equity Tier 1 capital” shall have the meaning assigned to such term in CRD IV (as the same may be amended or replaced from time to time) as interpreted and applied in accordance with the
Relevant Rules then applicable to the HSBC Group or by the Relevant Regulator. 
 “Companies
Act” means the Companies Act 2006 (UK). 
 “Company” has the meaning set forth in
the first paragraph of this Second Supplemental Indenture, and includes any successor entity. 

“Conversion Date” has the meaning set forth in Section 2.15(a). 

  
 4 








 “Conversion Price” means $4.35578 per Conversion
Share (subject to certain anti-dilution adjustments pursuant to Section 3.01 hereof). On the Issue Date, the Conversion Shares Offer Price and the Conversion Price shall be equal (based on an exchange rate of £1.00 = $1.61325). 

“Conversion Shares” means Ordinary Shares to be issued to the Conversion Shares Depository (or
to the relevant recipient pursuant to Section 2.15) following an Automatic Conversion. 

“Conversion Shares Component” means that portion, if any, of the Conversion Shares Offer
Consideration consisting of Conversion Shares. 
 “Conversion Shares Depository” means a
financial institution, trust company, depository entity, nominee entity or similar entity to be appointed by the Company on or prior to any date when a function ascribed to the Conversion Shares Depository in the Indenture is required to be
performed, to perform such functions and which, as a condition of such appointment, such entity shall be required to undertake, for the benefit of the Holders and Beneficial Owners, to hold the Conversion Shares (and any Conversion Shares Offer
Consideration) on behalf of such Holders and Beneficial Owners in one or more segregated accounts, unless otherwise required for the purposes of the Conversion Shares Offer and, in any event, on terms consistent with the Indenture. 

“Conversion Shares Offer” has the meaning set forth in Section 2.17(a). 

“Conversion Shares Offer Agent” means the agent(s), if any, to be appointed on behalf of the
Conversion Shares Depository by the Company to act as placement or other agent of the Conversion Shares Depository to facilitate a Conversion Shares Offer. 

“Conversion Shares Offer Consideration” means in respect of each Security (i) if all the
Conversion Shares are sold in the Conversion Shares Offer, the pro rata share of the cash proceeds from such sale attributable to such Security converted from sterling (or any such other currency in which Ordinary Shares are denominated) into
dollars at the Prevailing Rate as of the date that is three (3) Depository Business Days prior to the relevant Settlement Date, as determined by the Conversion Shares Depository (less the pro rata share of any foreign exchange
transaction costs), (ii) if some but not all of the Conversion Shares are sold in the Conversion Shares Offer, (x) the pro rata share of the cash proceeds from such sale attributable to such Security converted from sterling (or any
such other currency in which Ordinary Shares are denominated) into dollars at the Prevailing Rate as of the date that is three (3) Depository Business Days prior to the relevant Settlement Date, as determined by the Conversion Shares Depository
(less the pro rata share of any foreign exchange transaction costs) and (y) the pro rata share of the Conversion Shares not sold pursuant to the Conversion Shares Offer attributable to such Security rounded down to the nearest
whole number of Conversion Shares, and (iii) if no Conversion Shares are sold in a Conversion Shares Offer, the relevant Conversion Shares attributable to such Security rounded down to the nearest whole number of Conversion Shares, subject in
the case of (i) and (ii)(x) above to deduction from any such cash proceeds of an amount equal to the pro rata share of any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial


  
 5 








 
transaction or documentary tax that may arise or be paid as a consequence of the transfer of any interest in the Conversion Shares to the Conversion Shares Depository (or the relevant recipient
pursuant to Section 2.15) in order for the Conversion Shares Depository (or the relevant recipient pursuant to Section 2.15) to conduct the Conversion Shares Offer. 

“Conversion Shares Offer Notice” means the written notice (substantially in the form attached
hereto as Exhibit D) to be delivered by the Company to the Trustee and the Paying Agent directly and to the Holders, in the case of Global Securities, via DTC (or, if the Securities are definitive Securities, to the Holders at their
addresses shown on the Register) specifying (i) whether or not the Company has elected that a Conversion Shares Offer be made and, if so, the Conversion Shares Offer Period, (ii) the Suspension Date and (iii) if the Company has been
unable to appoint a Conversion Shares Depository, such other arrangements for the issuance and/or delivery of the Conversion Shares or the Conversion Shares Offer Consideration, as applicable, to the Holders as it shall consider reasonable in the
circumstances. 
 “Conversion Shares Offer Period” means the period during which the
Conversion Shares Offer may occur, which period shall end no later than forty (40) Business Days after the delivery of the Conversion Shares Offer Notice. 

“Conversion Shares Offer Price” means £2.70 per Conversion Share (subject to
certain anti-dilution adjustments pursuant to Section 3.01 hereof). On the Issue Date, the Conversion Shares Offer Price and the Conversion Price shall be equal (based on an exchange rate of £1.00 = $1.61325). 

“CRD” means directive 2013/36/EU of the European Parliament and of the Council of
June 26, 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, and any successor
directive. 
 “CRD IV” means, taken together, (i) the CRR, (ii) the CRD and
(iii) the Capital Instruments Regulations. 
 “CREST” means the relevant system, as
defined in the CREST Regulations, or any successor clearing system. 
 “CREST Regulations”
means the Uncertificated Securities Regulations 2001 (SI 2001 No. 01/378), as amended. 

“CRR” means regulation (EU) No 575/2013 of the European Parliament and of the Council of
June 26, 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No 648/2012, and any successor regulation. 

  
 6 








 “Current Market Price” means, in respect of an
Ordinary Share at a particular date, the arithmetic average of its Volume Weighted Average Price for the five (5) consecutive Exchange Business Days ending on the Exchange Business Day immediately preceding such date (the “Relevant
Period”), provided that: 
  

	 	(i)	 if at any time during the Relevant Period the Volume Weighted Average Price has been based on a price ex-dividend (or ex-any other entitlement) and
during some other part of that period the Volume Weighted Average Price has been based on a price cum-dividend (or cum-any other entitlement), then: 


  

	 	(1)	 if the Ordinary Shares to be issued do not rank for the dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on
which the Ordinary Shares shall have been quoted cum-dividend (or cum-any other entitlement) shall for the purpose of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of that dividend (or
entitlement) per Ordinary Share as of the date of first public announcement relating to such dividend or entitlement and, for these purposes, the amount or value shall be determined on a gross basis disregarding any withholding or deduction required
to be made on account of tax and disregarding any associated tax credit; or 


  

	 	(2)	 if the Ordinary Shares to be issued do rank for the dividend (or entitlement) in question, the Volume Weighted Average Price on the dates on which
the Ordinary Shares shall have been quoted ex-dividend (or ex-any other entitlement) shall for the purpose of this definition be deemed to have been the amount thereof increased by such similar amount; and 



 

	 	(ii)	 if on each of the five (5) Exchange Business Days during the Relevant Period the Ordinary Shares have been quoted cum-dividend (or cum-any
other entitlement) in respect of a dividend (or entitlement) which has been declared or announced but the Ordinary Shares to be issued do not rank for that dividend (or entitlement), the Volume Weighted Average Price on each of such dates shall for
the purposes of this definition be deemed to be the amount thereof reduced by an amount equal to the Fair Market Value of that dividend (or entitlement) per Ordinary Share as of the date of first public announcement relating to such dividend or
entitlement, and for these purposes, the amount or value shall be determined on a gross basis disregarding any withholding or deduction required to be made on account of tax and disregarding any associated tax credit; 



 

	 	(iii)	 if such Volume Weighted Average Price is not available on each of the five (5) Exchange Business Days during the Relevant Period, then the
arithmetic average of such Volume Weighted Average Prices which are available in the Relevant Period shall be used (subject to a minimum of two such closing prices); and 



 

	 	(iv)	 if only one or no such Volume Weighted Average Price is available in the Relevant Period, then the Current Market Price shall be determined by an
Independent Financial Adviser. 


 “Default” has the meaning set forth in
Section 4.04(b). 
 “Depository Business Day” means a day on which the Conversion
Shares Depository is open for general business. 

  
 7 








 “Distributable Items” means the amount of the
Company’s profits at the end of the last financial year plus any profits brought forward and reserves available for that purpose before distributions to Holders and to holders of any Parity Securities and Junior Securities less any losses
brought forward, profits which are non-distributable pursuant to the Companies Act or other provisions of English law from time to time applicable to the Company or the Company’s Memorandum and Articles of Association (the “Articles of
Association”) and sums placed to non-distributable reserves in accordance with the Companies Act or other provisions of English law from time to time applicable to the Company or the Articles of Association, those losses and reserves being
determined on the basis of the Company’s individual accounts and not on the basis of the Company’s consolidated accounts. 

“DTC” means The Depository Trust Company or any successor institution. 

“EEA Regulated Market” means a market as defined by Article 4.1(14) of Directive
2004/39/EC of the European Parliament and of the Council on markets in financial instruments, as the same may be amended from time to time. 

“Effective Date” means, for the purposes of Section 3.01(c) hereof, the first date
on which the Ordinary Shares are traded ex-rights, ex-options or ex-warrants on the Relevant Stock Exchange and, for the purposes of Section 3.01(d) hereof, the first date on which the Ordinary Shares are traded ex-the relevant
Extraordinary Dividend on the Relevant Stock Exchange. 
 “End-point CET1 Ratio” means, as
at any date, the ratio of CET1 Capital to the Risk Weighted Assets, in each case as of such date, expressed as a percentage. 

“Equity Share Capital” has the meaning provided in Section 548 of the Companies Act. 

“Exchange Business Day” means any day that is a trading day on the Relevant Stock Exchange
other than a day on which the Relevant Stock Exchange is scheduled to close prior to its regular weekday closing time. 

“Extraordinary Calculation Date” means any Business Day (other than a Quarterly Financial
Period End Date) on which the End-point CET1 Ratio is calculated upon the instruction of the Relevant Regulator or at the Company’s discretion. 

“Extraordinary Dividend” means any Cash Dividend that is declared expressly by the Company to
be a capital distribution, extraordinary dividend, extraordinary distribution, special dividend, special distribution or return of value to Shareholders as a class or any analogous or similar term, in which case the Extraordinary Dividend shall be
such Cash Dividend. 
 “Fair Market Value” means 

 

	 	(i)	 with respect to a Cash Dividend or other cash amount the amount of such cash; provided that any Cash Dividend or other cash amount in a
currency other than dollars shall be converted into dollars at the Prevailing Rate as of the date on which the Fair Market Value is to be calculated; 



  
 8 









	 	(ii)	 where securities, options, warrants or other rights are publicly traded in a market which is determined by the Company to have adequate liquidity,
the fair market value of (a) such securities shall equal the arithmetic average of the Volume Weighted Average Prices of such securities, and (b) such options, warrants or other rights shall be the arithmetic mean of the daily closing
prices of such options, warrants or other rights, in each case during the period of five trading days on the relevant market commencing on such date (or, if later, the first such trading day such securities, options, warrants or other rights are
publicly traded) or such shorter period as such securities, options, warrants or other rights are publicly traded; provided that any amount in a currency other than dollars shall be converted into dollars at the Prevailing Rate as of the date
on which the Fair Market Value is to be calculated; and 


  

	 	(iii)	 with respect to any other property on any date, the fair market value of that property as of that date as determined by an Independent Financial
Adviser taking into account such factors as it considers appropriate; 


 For these
purposes, the amount or value shall be determined on a gross basis disregarding any withholding or deduction required to be made on account of tax and disregarding any associated tax credit. 

“Final Cancellation Date” means the date, as specified in the Automatic Conversion Settlement
Request Notice, on which the Securities in relation to which no Automatic Conversion Settlement Notice has been received by the Conversion Shares Depository on or before the Notice Cut-off Date shall be cancelled, which date may be up to fifteen
(15) Business Days following the Notice Cut-off Date. 
 “Governmental Entity” means
(i) the UK government, (ii) an agency of the UK government or (iii) a Takeover Person or entity (other than a body corporate) controlled by the UK government or any such agency referred to in clause (ii) of this definition.
If the Company is then organized in another jurisdiction, the references to “UK government” shall be read as references to the government of such other jurisdiction. 

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

“Indenture” has the meaning set forth in the first paragraph of this Second Supplemental
Indenture. 
 “Independent Financial Adviser” means an independent financial institution of
international repute appointed by the Company at its own expense. 
 “Interest Payment Date”
has the meaning set forth in Section 2.02(a) hereof. 
 “Issue Date” has the
meaning set forth in Section 2.01(f) hereof. 
 “Junior Securities” means (i) any
Ordinary Shares or the Company’s other securities that rank, or are expressed to rank, junior to the Securities in the Company’s winding-up or administration as described in Article V and/or (ii) any securities issued by any other
member 

  
 9 








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

“Liabilities” has the meaning set forth in Section 5.01. 

“LIBOR” means the London Interbank Offered Rate. 

“LSE” means the London Stock Exchange plc. 

“Mid-Market Swap Rate” means the rate for dollar swaps with a five-year term commencing on the
relevant Reset Date which appears on Bloomberg page “ISDA 01” (or such other page as may replace such page on Bloomberg, or such other page as may be nominated by the person providing or sponsoring the information appearing on such page
for purposes of displaying comparable rates) (the “Relevant Screen Page”) as at approximately 11.00 a.m. (New York time) on the relevant Reset Determination Date, all as determined by the Calculation Agent; provided,
however, that if no such rate appears on the Relevant Screen Page for such five-year term, then the Mid-Market Swap Rate shall be determined through the use of straight-line interpolation by reference to two rates, one of which shall be
determined in accordance with the above provisions, but as if the relevant Reset Period were the period of time for which rates are available next shorter than the length of the actual Reset Period and the other of which shall be determined in
accordance with the above provisions, but as if the relevant Reset Period were the period of time for which rates are available next longer than the length of the actual Reset Period; provided further that if on any Reset Determination
Date the Relevant Screen Page is not available or the Mid-Market Swap Rate does not appear on the Relevant Screen Page, the Calculation Agent shall request the principal office in New York of the Reference Banks to provide it with its Mid-Market
Swap Rate Quotation as at approximately 11.00 a.m. (New York time) on the relevant Reset Determination Date. If two or more of the Reference Banks provide the Calculation Agent with Mid-Market Swap Rate Quotations, the interest rate for the relevant
Reset Period shall be the sum of 3.705% and the arithmetic mean (rounded, if necessary, to the nearest 0.001% (0.0005% being rounded upwards)) of the relevant Mid-Market Swap Rate Quotations, as determined by the Calculation Agent. If only one or
none of the Reference Banks provides the Calculation Agent with a Mid-Market Swap Rate Quotation, the interest shall be determined to be the rate of interest as at the last preceding Reset Date or, in the case of the initial Reset Determination
Date, 6.375%. 
 “Mid-Market Swap Rate Quotation” means a quotation (expressed as a
percentage rate per annum) for the mean of the bid and offered rates for the fixed leg payable semi-annually (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) of a fixed-for-floating interest rate swap transaction in dollars which transaction (i) has a five-year term commencing on the relevant Reset Date, (ii) is in an amount that is representative for a single
transaction in the dollar swap rate market at 11.00 a.m. (New York time) with an acknowledged dealer of good credit in the swap market and (iii) has a floating leg based on six-month LIBOR (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). 

  
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 “New Conversion Condition” means the condition
that shall be satisfied if (a) by not later than seven (7) Business Days following the completion of a Takeover Event where the Acquirer is an Approved Entity, the Company shall have entered into arrangements to its satisfaction with the
Approved Entity pursuant to which the Approved Entity irrevocably undertakes to the Trustee, for the benefit of the Holders and Beneficial Owners, to deliver the Approved Entity Shares to the Conversion Shares Depository upon a conversion of the
Securities pursuant to Section 3.05. 
 “New Conversion Price” means an amount (in
dollars) per Approved Entity Share determined by the Company in accordance with the following formula: 
  
 



 
 where: 

“NCP” means the New Conversion Price. 

“ECP” means the Conversion Price in effect on the Exchange Business Day immediately prior to
the QTE Effective Date. 
 “RS (Average)” means the arithmetic average of the Volume
Weighted Average Price per Approved Entity Share (converted, if necessary, into dollars at the Prevailing Rate on the relevant Exchange Business Day) on each of the 10 Exchange Business Days ending on the Exchange Business Day prior to the date the
Qualifying Takeover Event occurred. 
 “OS (Average)” means the arithmetic average of the
Volume Weighted Average Price of the Ordinary Shares (converted, if necessary, into dollars at the Prevailing Rate on the relevant Exchange Business Day) on each of the 10 Exchange Business Days ending on the Exchange Business Day prior to the date
the Qualifying Takeover Event has occurred. 
 “New Conversion Shares Offer Price” means the
New Conversion Price initially calculated following the occurrence of a Qualifying Takeover Event converted into sterling based on an exchange rate of £1.00 = $1.61325. 

“Non-Payment Event” has the meaning set forth in Section 4.02. 

“Notice Cut-off Date” means the date specified as such in the Automatic Conversion Settlement
Request Notice, which date shall be at least forty (40) Business Days following the Suspension Date. 

“OECD” means Organization for Economic Co-operation and Development 

  
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 “Ordinary Reporting Date” means each Business
Day on which Quarterly Financial Information is published by the Company. 
 “Ordinary
Shares” means (a) prior to the QTE Effective Date, fully paid ordinary shares in the capital of the Company and (b) on and after the QTE Effective Date, the relevant Approved Entity Shares. 

“Outstanding Amount” has the meaning set forth in Section 2.16. 

“Parity Securities” means, (i) the most senior ranking class or classes of preference
shares in the Company’s capital from time to time and any other of the Company’s securities ranking, or expressed to rank, pari passu with the Securities and/or such senior preference shares in the Company’s winding-up or
administration as described in Article V, and/or (ii) any securities issued by any other member of the HSBC Group where the terms of such securities benefit from a guarantee or support agreement entered into by the Company which ranks or is
expressed to rank pari passu with the Securities and/or such senior preference shares in the Company’s winding-up or administration as described in Article V. 

“Performance Obligation” has the meaning set forth in Section 4.03. 

“PRA” means the Prudential Regulation Authority of the United Kingdom or any successor entity.

 “Prevailing Rate” means, in relation to any two currencies and any day: 

 

	 	(i)	 for the purposes of the definition of Conversion Shares Offer Consideration, the executable bid quotation obtained by the Conversion Shares
Depository that is most favorable to the Holders, out of quotations obtained by it from three recognized foreign exchange dealers selected by the Conversion Shares Depository, for value on such day; and 



 

	 	(ii)	 for all other purposes, the prevailing market currency exchange rate at the time at which such rate is determined in the relevant market for
foreign exchange transactions in such currencies for value on such day, as determined by the Company in its sole discretion and acting in a commercially reasonable manner. 



“Price” means the Conversion Price or the Conversion Shares Offer Price, as applicable. 

“QTE Effective Date” means the date with effect from which the New Conversion Condition shall
have been satisfied. 
 “Qualifying Takeover Event” means a Takeover Event with respect to
which: (i) the Acquirer is an Approved Entity; and (ii) the New Conversion Condition is satisfied. 

“Quarterly Financial Information” means the financial information of the HSBC Group in respect
of a fiscal quarter that is contained in the principal financial report for such fiscal quarter published by the Company. As of the Issue Date, the principal financial reports published by the Company with respect to each fiscal quarter are:
(i) the first quarter (Q1) 

  
 12 








 
interim management statement in respect of the first fiscal quarter, (ii) the interim report in respect of the first half of the year (including the second fiscal quarter), (iii) the
third quarter (Q3) interim management statement in respect of the first nine (9) months of the year (including the third fiscal quarter) and (iv) the annual report and accounts. 

“Quarterly Financial Period End Date” means the last day of each fiscal quarter. 

“Recognized Stock Exchange” means an EEA Regulated Market or another regulated, regularly
operating, recognized stock exchange or securities market in an OECD member state. 
 “Reference
Banks” means four major banks in the swap, money, securities or other market most closely connected with the relevant Mid-Market Swap Rate (which banks shall be selected by selected by the Company on the advice of an investment bank of
international repute). 
 “Regular Record Date” has the meaning set forth in
Section 2.02. 
 “Regulatory Event” has the meaning set forth in Section 2.10.

 “Relevant Regulator” means the PRA or any successor entity primarily responsible for the
prudential supervision of the Company. 
 “Relevant 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, any delegated or
implementing acts (such as regulatory technical standards) adopted by the European Commission and any regulators, requirements, guidelines and policies relating to capital adequacy adopted by the Relevant Regulator from time to time (whether or not
such requirement, 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). 

“Relevant Stock Exchange” means, (i) in respect of the Ordinary Shares, the LSE or if the
Ordinary Shares are no longer admitted to listing, trading and/or quotation by the LSE, the principal stock exchange or securities market by which the Ordinary Shares are then admitted to listing, trading and/or quotation, and (ii) in respect
of any securities other than the Ordinary Shares, the principal stock exchange or securities market on which the Approved Entity Shares or such securities, as applicable, are then admitted to listing, trading and/or quotation. 

“Relevant Supervisory Consent” means as (and to the extent) required, a consent or waiver to,
or, following the giving of any required notice, the receipt of no objection to, the relevant redemption or purchase from the Relevant Regulator. 

“Relevant UK Resolution Authority” means any authority with the ability to exercise a UK
Bail-in Power. 

  
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 “Reset Date” means September 17, 2024 and
each fifth anniversary date thereafter. 
 “Reset Determination Date” means the second (2nd) Business Day immediately preceding the Reset Date. 

“Reset Period” means each period from (and including) a Reset Date to (but excluding) the
following Reset Date. 
 “Risk Weighted Assets” means, as of any date, the aggregate amount,
expressed in dollars, of the risk weighted assets of the HSBC Group as of such date, as calculated by the Company on a consolidated basis and without applying the transitional provisions set out in Part Ten of the CRR in accordance with the Relevant
Rules applicable to the Company as at such date (which calculation shall be binding on the Trustee, the Paying Agent and the Holders). For the purposes of this definition, the term “risk weighted assets” means the risk weighted assets or
total risk exposure amount, as calculated by the Company in accordance with the Relevant Rules. 

“Securities” has the meaning set forth in the Recitals. 

“Senior Creditors” has the meaning set forth in Section 5.01(c) hereof. 

“Settlement Date” means (i) with respect to any Security in relation to which an
Automatic Conversion Settlement Notice is received by the Conversion Shares Depository on or before the Notice Cut-off Date, the later of (a) the date that is two (2) Business Days after the end of the relevant Conversion Shares Offer
Period and (b) the date that is two (2) Business Days after the date on which such Automatic Conversion Settlement Notice has been received by the Conversion Shares Depository and (ii) with respect to any Security in relation to which
an Automatic Conversion Settlement Notice is not received by the Conversion Shares Depository on or before the Notice Cut-off Date, the date on which the Conversion Shares Depository delivers the relevant Conversion Shares or Conversion Shares Offer
Consideration, as applicable. 
 “Shareholders” means the holders of Ordinary Shares. 

“Solvency Condition” has the meaning set forth in Section 5.01(c) hereof. 

“Special Event” means either a Regulatory Event or a Tax Event. 

“Subsidiary” has the meaning provided in Section 1159 of the Companies Act. 

“Suspension Date” means the date specified in the Conversion Shares Offer Notice as the date
on which DTC shall suspend all clearance and settlement of transactions in the Securities in accordance with its rules and procedures, which date shall be no later than thirty-eight (38) Business Days after the delivery of the Conversion Shares
Offer Notice to DTC (and, if the Company elects that a Conversion Shares Offer be made, such date shall be at least two (2) Business Days prior to the end of the relevant Conversion Shares Offer Period). 

  
 14 








 “Takeover Event” means any person or persons
acting in concert (as defined in the Takeover Code of the United Kingdom Panel on Takeovers and Mergers) that acquires control of the Company. For these purposes “control” means (a) the acquisition or holding of legal or beneficial
ownership of more than 50% of the Company’s issued Ordinary Shares or (b) the right to appoint and/or remove all or the majority of the members of the Company’s board of directors, whether obtained directly or indirectly and whether
obtained by ownership of share capital, contract or otherwise. 
 “Takeover Event Notice”
means a notice to the Holders notifying them that a Takeover Event has occurred and specifying: (1) the identity of the Acquirer; (2) whether the Takeover Event is a Qualifying Takeover Event or not; (3) in the case of a Qualifying
Takeover Event, if determined at such time, the New Conversion Price and the New Conversion Shares Offer Price; and (4) if applicable, the QTE Effective Date. 

“Takeover Person” includes any individual, company, corporation, firm, partnership, joint
venture, undertaking, association, organization, trust, state or agency of a state (in each case whether or not being a separate legal entity) or other legal entity. 

“Tax Event” has the meaning set forth in Section 2.09(a). 

“Taxing Jurisdiction” has the meaning set forth in Section 6.01. 

“Tradable Amount” has the meaning set forth in Section 2.01(j). 

“Trustee” has the meaning set forth in the first paragraph of this Second Supplemental
Indenture. 
 “UK Bail-in Power” means any statutory write-down and/or conversion power
existing from time to time under any laws, regulations, rules or requirements relating to the resolution of credit institutions, banks, banking companies, investment firms and their parent undertakings incorporated in the United Kingdom in effect
and applicable in the United Kingdom to the Company or other members of the HSBC Group, including but not limited to the UK Banking Act 2009, as the same may be amended from time to time (whether pursuant to the UK Financial Services (Banking
Reform) Act or otherwise), and any laws, regulations, rules or requirements which are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament and of the Council establishing a
framework for the recovery and resolution of credit institutions, banks, banking companies, investment firms and their parent undertakings, pursuant to which obligations of a credit institution, bank, banking company, investment firm, its parent
undertaking or any of its affiliates can be cancelled, written down and/or converted into shares or other securities or obligations of the obligor or any other person. 

“Volume Weighted Average Price” means, in respect of an Ordinary Share, an Approved Entity
Share or a security, as applicable, on any Exchange Business Day, the order book volume-weighted average price of such Ordinary Share, Approved Entity Share or security published by or derived from the principal stock exchange or securities market
on which such Ordinary Share, Approved Entity Share or security is then listed or quoted or dealt in, if any, or, in any such case, such other source as shall be determined to be appropriate by an 

  
 15 








 
Independent Financial Adviser on such Exchange Business Day; provided that if on any such Exchange Business Day such price is not available or cannot otherwise be determined as provided
above, the Volume Weighted Average Price of an Ordinary Share, an Approved Entity Share or a security, as the case may be, in respect of such Exchange Business Day shall be the Volume Weighted Average Price, determined as provided above, on the
immediately preceding Exchange Business Day on which the same can be so determined or as an Independent Financial Adviser might otherwise determine to be appropriate. 

“Winding-Up Event” has the meaning set forth in Section 4.01(a). 

SECTION 1.02 Effect of Headings. 

The Article and Section headings herein are for convenience only and shall not affect the construction hereof. 

SECTION 1.03 Separability Clause. 

In case any provision in this Second Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 
 SECTION 1.04
Benefits of Instrument. 
 Except as otherwise provided herein, nothing in this Second Supplemental Indenture,
express or implied, shall give to any person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under the Indenture. 

SECTION 1.05 Relation to Base Indenture. 

This Second Supplemental Indenture constitutes an integral part of the Base Indenture. Notwithstanding any other provision of
this Second Supplemental Indenture, all provisions of this Second Supplemental Indenture are expressly and solely for the benefit of the Holders and the Beneficial Owners, and any such provisions shall not be deemed to apply to any other Contingent
Convertible Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture for any purpose other than with respect to the Securities. 

SECTION 1.06 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 Securities, the relevant terms of the Calculation Agent Agreement shall govern such rights and obligations. 

  
 16 








 SECTION 1.07 Construction and Interpretation. Unless the context
expressly otherwise requires: 
 (a) the words “hereof,” “herein” and “hereunder” and words of
similar import, when used in this Second Supplemental Indenture, refer to this Second Supplemental Indenture as a whole and not to any particular provision of this Second Supplemental Indenture; 

(b) the terms defined in the singular have a comparable meaning when used in the plural, and vice versa; 

(c) the terms “pounds sterling,” “sterling” and “£” mean the lawful currency of the United
Kingdom; 
 (d) references herein to a specific Section, Article or Exhibit refer to Sections or
Articles of, or an Exhibit to, this Second Supplemental Indenture, unless otherwise specified; 
 (e) wherever the
words “include,” “includes” or “including” are used in this Second Supplemental Indenture, they shall be deemed to be followed by the words “without limitation”; 

(f) references to a Person are also to its successors and permitted assigns; 

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

(h) references to any issue or offer or grant to Shareholders “as a class” or “by way of rights” shall be
taken to be references to an issue or offer or grant to all or substantially all Shareholders, as the case may be, other than Shareholders, as the case may be, to whom, by reason of the laws of any territory or requirements of any recognized
regulatory body or any stock exchange or securities market in any territory or in connection with fractional entitlements, it is determined not to make such issue or offer or grant. 

ARTICLE II 

$2,250,000,000 6.375% PERPETUAL SUBORDINATED CONTINGENT 

CONVERTIBLE SECURITIES (CALLABLE SEPTEMBER 2024 AND EVERY FIVE 

YEARS THEREAFTER) 

SECTION 2.01 Creation of Series; Establishment of Form. 

(a) There is hereby established a new series of Contingent Convertible Securities under the Base Indenture entitled the
“$2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities (Callable September 2024 and Every Five Years Thereafter).” 

(b) The Securities shall be issued initially in the form of one or more registered Global Securities that shall be deposited
with DTC and registered in its name or its nominee and executed and delivered in substantially the form attached hereto as Exhibit A. DTC shall be the Depository pursuant to Section 3.01 of the Base Indenture. 

(c) The Company shall issue the Securities in an aggregate principal amount of $2,250,000,000. The Company may from time to
time, without the consent of the Holders, issue additional securities having the same ranking and same interest rate, interest cancellation terms, 

  
 17 








 
redemption terms, Conversion Price and other terms as the Securities described in this Second Supplemental Indenture, except for the price to public and date of issue. Any such additional
securities subsequently issued shall rank equally and ratably with the Securities in all respects, so that such further securities shall be consolidated and form a single series with the Securities. 

(d) Any proposed transfer of an interest in Securities held in the form of a Global Security shall be effected through the
book-entry systems maintained by DTC. 
 (e) The Securities shall not have a sinking fund. 

(f) The Securities shall be issued on September 17, 2014 (the “Issue Date”). 

(g) The Securities shall have no fixed maturity and shall not be redeemable except as provided in Sections 2.08, 2.09 and 2.10
hereof. 
 (h) The interest rate on the Securities shall be determined as set forth in Section 2.02(a) hereof.

 (i) The Securities shall be issued in denominations of $200,000 in principal amount and integral multiples of $1,000 in
excess thereof. 
 (j) The denomination of each interest in a Global Security shall be the “Tradable
Amount” of such book-entry interest. Prior to an Automatic Conversion, the aggregate Tradable Amount of the interests in each Global Security shall equal such Global Security’s outstanding principal amount. Following an Automatic
Conversion, the principal amount of each Security shall equal zero, but the Tradable Amount of the book-entry interests in each Security shall remain unchanged as a result of the Automatic Conversion. 

SECTION 2.02 Interest. 

(a) From (and including) the Issue Date to (but excluding) September 17, 2024, the interest rate on the Securities shall
be 6.375% per annum. From and including each Reset Date to (but excluding) the next following Reset Date, the applicable per annum interest rate shall be equal to the sum of the applicable Mid-Market Swap Rate on the Reset Determination Date
and 3.705%. Subject to Sections 2.03 and 2.04, interest, if any, shall be payable in two equal semi-annual installments in arrears on March 17 and September 17 of each year (each, an “Interest Payment Date”);
provided that if such Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next Business Day, and no further interest or other payment shall be owed or made in respect of such delay. Subject to
Sections 2.03 and 2.04, interest on the Securities, if any, shall be computed and payable in arrears and on the basis of a year of 360 days consisting of twelve (12) months of thirty (30) days each and, in the case of an incomplete
month, the actual number of days elapsed. The first date on which interest may be paid shall be March 17, 2015, for the period commencing on (and including) the Issue Date and ending on (but excluding) March 17, 2015. If a date of
redemption is not a Business Day, the Company may pay interest (if any) together with the principal on the next succeeding Business Day; provided that interest shall not accrue during the period from and after the date of redemption. The
“Regular Record Date” shall be the close of business (local time in the place of the Register) on the fifteenth (15th) day prior to the relevant Interest Payment Date. 

  
 18 








 (b) If any Reset Date is not a Business Day, the Reset Date shall occur on the
next succeeding Business Day. For the avoidance of doubt, if the Reset Date is not a Business Day and accordingly the Reset Date occurs on the next Business Day (the “Adjusted Reset Date”), then the equal semi-annual payment of
interest (if paid) on the next Interest Payment Date shall reflect interest for the entire interest period (including any portion of such interest period occurring between the originally scheduled Reset Date and the Adjusted Reset Date) at the
interest rate determined based on the Adjusted Reset Date, and not at the interest rate that applied to the immediately preceding semi-annual interest period. In addition and for the avoidance of doubt, in connection with any optional redemption of
the Securities pursuant to Section 2.08, if the Reset Date is not a Business Day, as described above, the Company may pay the interest (if any) together with the principal on the Adjusted Reset Date, but interest on that payment shall not
accrue during the period from and after the last Interest Payment Date. 
 (c) All determinations and any calculations made
by the Calculation Agent for the purposes of calculating the applicable Mid-Market Swap Rate will be conclusive and binding on the Holders, the Company, the Trustee and the Paying Agent, absent manifest error. The Calculation Agent shall not be
responsible to the Company, the Holders or any third party for any failure of the Reference Banks to provide quotations as requested of them or as a result of the Calculation Agent having acted on any quotation or other information given by any
Reference Bank which subsequently may be found to be incorrect or inaccurate in any way. 
 (d) In addition to any other
restrictions on payments of principal and interest contained in this Second Supplemental Indenture, no repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of
any UK Bail-in Power by the Relevant UK Resolution Authority unless, at the time such repayment or payment is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the
United Kingdom and the European Union applicable to the HSBC Group. 
 SECTION 2.03 Interest Payments
Discretionary. 
 (a) Interest on the Securities shall be due and payable only at the sole discretion of the Company,
and the Company shall have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any Interest Payment Date. If the Company does not make an interest
payment in respect of the Securities on the relevant Interest Payment Date (or if the Company elects to make a payment of a portion, but not all, of such interest payment), such non-payment shall evidence the Company’s exercise of its
discretion to cancel such interest payment (or the portion of such interest payment not paid), and accordingly such interest payment (or the portion thereof not paid) shall not be due and payable. For the avoidance of doubt, if the Company provides
notice to cancel a portion, but not all, of an interest payment in respect of the Securities, and the Company subsequently does not make a payment of the remaining portion of such interest payment on the relevant Interest Payment Date, such
non-payment shall evidence the Company’s exercise of its discretion to cancel such remaining portion of such interest payment, and accordingly such remaining portion of the interest payment shall also not be due and payable. 

  
 19 








 (b) Interest shall only be due and payable on an Interest Payment Date to the
extent it is not cancelled or deemed to have been cancelled (in each case, in whole or in part) in accordance with the provisions set forth in Sections 2.03(a) and 2.04, and any interest cancelled or deemed to have been cancelled (in each
case, in whole or in part) pursuant to such Sections shall not be due and shall not accumulate or be payable at any time thereafter, and Holders and Beneficial Owners shall have no rights thereto or to receive any additional interest or
compensation as a result of such cancellation or deemed cancellation. 
 SECTION 2.04 Restriction on Interest
Payments. 
 (a) Without limitation on the provisions of Section 2.03 and subject to the extent permitted in
clause (b) below in respect of partial interest payments in respect of the Securities, the Company shall not make an interest payment in respect of the Securities on any Interest Payment Date (and such interest payment shall therefore be
deemed to have been cancelled and thus shall not be due and payable on such Interest Payment Date) if: 
 (i)
the Company has an amount of Distributable Items on such Interest Payment Date that is less than the sum of (x) all distributions or interest payments made or declared by the Company since the end of the last financial year and prior to such
Interest Payment Date on or in respect of any Parity Securities, the Securities and any Junior Securities and (y) all distributions or interest payments payable by the Company (and not cancelled or deemed to have been cancelled) on such
Interest Payment Date on or in respect of any Parity Securities, the Securities and any Junior Securities in the case of each of (x) and (y), excluding any payments already accounted for in determining the Distributable Items; or 

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

(b) The Company may, in its sole discretion, elect to make a partial interest payment in respect of the Securities on any
Interest Payment Date, only to the extent that such partial interest payment may be made without breaching the restriction of clause (a) above. 

SECTION 2.05 Agreement to Interest Cancellation. By its acquisition of the Securities, each Holder and each
Beneficial Owner shall be deemed to have contracted and agreed that: 
 (a) interest is payable solely at the discretion of
the Company, and no amount of interest shall become due and payable in respect of the relevant interest period to the extent that it has been (x) cancelled (in whole or in part) by the Company at the Company’s sole discretion and/or
(y) deemed to have been cancelled (in whole or in part), including as a result of insufficient Distributable Items or failing to satisfy the Solvency Condition under Section 2.04; and 

(b) a cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with the terms of the
Indenture and the Securities shall not constitute a default in payment or otherwise under the terms of the Securities or the Indenture. 

  
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 SECTION 2.06 Notice of Interest Cancellation. If practicable, the
Company shall provide notice of any cancellation or deemed cancellation of interest (in each case, in whole or in part) to the Holders, in the case of Global Securities, via DTC (or, if the Securities are definitive Securities, to the Holders at
their addresses shown on the Register) and to the Trustee and the Paying Agent directly on or prior to the relevant Interest Payment Date. If practicable, the Company shall endeavor to do so at least five (5) Business Days prior to the relevant
Interest Payment Date. Failure to provide such notice shall have no impact on the effectiveness of, or otherwise invalidate, any such cancellation or deemed cancellation of interest (and accordingly, such interest shall not be due and payable, as
provided in Section 2.03), or give the Holders or Beneficial Owners any rights as a result of such failure. 

SECTION 2.07 Payment of Principal, Interest and Other Amounts. Payments of principal of and interest, if any, on
the Securities shall be made in dollars and such payments on Securities represented by a Global Security shall be made through one or more Paying Agents appointed under the Base Indenture to DTC or its nominee, as the Holder or Holders of the Global
Security. Initially, the Paying Agent shall be HSBC Bank USA, National Association. The Company may change the Paying Agent without prior notice to the Holders, and in such an event the Company may act as Paying Agent. Payments of principal of and
interest on the Securities represented by a Global Security shall be made by wire transfer of immediately available funds; provided, however, that in the case of payments of principal, such Global Security is first surrendered to the
Paying Agent. 
 SECTION 2.08 Optional Redemption. Subject to the limitations specified in Section 2.12,
the Company may, at the Company’s option in its sole discretion, redeem the Securities, in whole but not in part, on any Reset Date at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with
any accrued but unpaid interest (which excludes any interest cancelled or deemed to have been cancelled as described in Sections 2.03 and 2.04) to (but excluding) the date fixed for redemption. 

SECTION 2.09 Optional Tax Redemption. 

(a) Subject to Section 2.12, the Company may, at the Company’s option in its sole discretion, redeem the Securities,
in whole but not in part, at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed to have been cancelled as
described in Sections 2.03 and 2.04) to (but excluding) the date fixed for redemption, if, at any time, the Company determines that as a result of a change in, or amendment to, the laws of a Taxing Jurisdiction, including any treaty to which
the relevant Taxing Jurisdiction is a party, or a change in an official application or interpretation of those laws or regulations on or after the Issue Date, including a decision of any court or tribunal that becomes effective on or after the Issue
Date: 
 (i) on a subsequent date for the payment of interest on the Securities the Company would be required
to pay any Additional Amounts; 
 (ii) if the Company were to seek to redeem the Securities on a subsequent
date (for which purpose no consideration shall be given as to whether or not the Company would otherwise be entitled to redeem the Securities), the Company would be required to pay any Additional Amounts (notwithstanding the Company having made such
endeavors as the Company considers reasonable); 

  
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 (iii) on a subsequent date for the payment of interest on the
Securities, interest payments (or the Company’s funding costs as recognized in the Company’s accounts) under, or with respect to, the Securities are no longer fully deductible for UK corporation tax purposes; 

(iv) the Securities would no longer be treated as loan relationships for UK tax purposes; 

(v) would, as a result of the Securities being in issue, result in the Company not being able to have losses or
deductions set against the profits or gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable UK tax purposes (whether under the group relief system current as at
the Issue Date or any similar system or systems having like effect as may from time to time exist); 
 (vi) a
future write-down of the principal amount of the Securities or conversion of the Securities into the Ordinary Shares would result in a UK tax liability, or the receipt of income or profit which would be subject to UK tax, which would not otherwise
have been the case as at the Issue Date; or 
 (vii) the Securities or any part thereof become treated as a
derivative or an embedded derivative for UK tax purposes 
 (each such change (or deemed change) in tax law or regulation or the official
application or interpretation thereof, a “Tax Event”). 
 (b) Subject only to the Company’s obligation
to use such endeavors as provided in Section 2.09(a)(ii), it shall be sufficient for the Company to deliver to the Trustee an Officer’s Certificate stating that a Tax Event has occurred and is continuing and setting out the details
thereof, as well as any opinion or certificate of an independent legal adviser on which such Officer’s Certificate is based. For these purposes, the Trustee and the Paying Agent shall accept such Officer’s Certificate without further
enquiry as sufficient evidence of the existence of such circumstances and such Officer’s Certificate shall be conclusive and binding on the Holders and Beneficial Owners. 

SECTION 2.10 Regulatory Event Redemption.  

(a) Subject to Section 2.12, the Company may, at the Company’s option in its sole discretion, redeem the Securities,
in whole but not in part, at a redemption price equal to 100% of the principal amount of the Securities then Outstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed to have been cancelled as
described in Sections 2.03 and 2.04) to (but excluding) the date fixed for redemption, if the Company determines, at any time after the Issue Date, there is a change in the regulatory classification of the Securities that results or shall
result in either (i) their exclusion in whole from the HSBC Group’s regulatory capital; or (ii) reclassification in whole as a form of the HSBC Group’s regulatory capital that is lower than additional Tier 1 capital (a
“Regulatory Event”). 

  
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 SECTION 2.11 Notice of Redemption. 

(a) Before the Company may redeem the Securities pursuant to Section 2.08, 2.09 or 2.10, the Company shall deliver via
DTC (or, if the Securities are definitive Securities, to the Holders at their addresses shown on the Register) prior notice of not less than thirty (30) days, nor more than sixty (60) days to the Holders. Such notice shall specify the
Company’s election to redeem the Securities and the date fixed for such redemption and shall be irrevocable except in the limited circumstances described in clauses (b), (c) and (d) of this Section 2.11. 

(b) If the Company has delivered a notice of redemption pursuant to clause (a) of this Section 2.11, but as of
the date specified for redemption in such notice, the Solvency Condition is not satisfied in respect of the relevant redemption payment, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in
respect of the redemption amount shall be due and payable. 
 (c) If the Company has delivered a notice of redemption
pursuant to clause (a) of this Section 2.11, but prior to the payment of the redemption amount with respect to such redemption a Capital Adequacy Trigger Event occurs, such redemption notice shall be automatically rescinded and shall
be of no force and effect, no payment in respect of the redemption amount shall be due and payable (and, for the avoidance of doubt, an Automatic Conversion shall occur after such Capital Adequacy Trigger Event pursuant to Section 2.15(a)).

 (d) If the Company has delivered a notice of redemption pursuant to clause (a) of this Section 2.11, but
prior to the payment of the redemption amount with respect to such redemption the Relevant UK Resolution Authority exercises its UK Bail-in Power with respect to the Company, such redemption notice shall be automatically rescinded and shall be of no
force and effect, and no payment in respect of the redemption amount shall be due and payable. 
 (e) If any of the events
specified in clauses (b), (c) and (d) of this Section 2.11 occurs, the Company shall promptly deliver notice to the Holders, in the case of Global Securities, via DTC (or, if the Securities are definitive Securities, to the
Holders at their addresses shown on the Register) and to the Trustee and the Paying Agent directly, specifying the occurrence of the relevant event. 

SECTION 2.12 Limitations on Redemption. Notwithstanding any other provision of this Second Supplemental Indenture,
(i) the Company may redeem the Securities pursuant to Sections 2.08, 2.09 and 2.10 only if the Company has obtained the Relevant Supervisory Consent, (ii) prior to the fifth anniversary of the Issue Date, if the Relevant Rules so
oblige, the Company may only redeem the Securities in the case of a Special Event only if the Company has demonstrated to the satisfaction of the Relevant Regulator that the Special Event was not reasonably foreseeable at the Issue Date and
(iii) the Company has provided notice in accordance with Section 2.11. 
 SECTION 2.13 Cancelled Interest Not
Payable Upon Redemption. Any interest payments that have been cancelled or deemed to have been cancelled pursuant to Sections 2.03 or 2.04 shall not be payable if the Securities are redeemed pursuant to Section 2.08, 2.09 or 2.10. 

SECTION 2.14 Purchases. Notwithstanding any other provision of the Indenture, including Section 6.05 of the
Base Indenture, the HSBC Group may purchase or otherwise acquire any of the Securities then Outstanding at any price in the open market or otherwise in accordance with the Relevant Rules and, if required, subject to the prior consent of the Relevant
Regulator. 

  
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 SECTION 2.15 Automatic Conversion upon Capital Adequacy Trigger
Event. 
 (a) If a Capital Adequacy Trigger Event has occurred, then the Automatic Conversion shall occur without
delay, but no later than one (1) month following either (i) the Ordinary Reporting Date, if a Capital Adequacy Trigger Event has occurred as of a Quarterly Financial Period End Date, or (ii) the Extraordinary Calculation Date, if a
Capital Adequacy Trigger Event has occurred as of such date (such date, the “Conversion Date”). Effective upon, and following, a Capital Adequacy Trigger Event, other than any amounts payable in the case of the Company’s
winding-up or the appointment of an administrator for its administration pursuant to Section 5.01, Holders and Beneficial Owners shall not have any rights against the Company with respect to repayment of the principal amount of the Securities
or payments of interest or any other amount on, or in respect of, the Securities, in each case that is not due and payable, which liabilities shall be automatically released. Accordingly, the principal amount of the Securities shall equal zero at
all times thereafter and any interest shall be cancelled or deemed to have been cancelled pursuant to Section 2.03 at all times thereafter, including any interest in respect of an interest period ending on any Interest Payment Date falling
between the date of a Capital Adequacy Trigger Event and the Conversion Date, and shall not be due and payable. Although the principal amount of each Security shall equal zero after a Capital Adequacy Trigger Event, for the avoidance of doubt, the
Tradable Amount shall remain unchanged as a result of the Automatic Conversion. 
 Effective upon, and following, the
Conversion Date, all of the Company’s obligations under the Securities shall be irrevocably and automatically released in consideration of the Company’s issuance of the Conversion Shares to the Conversion Shares Depository (or the relevant
recipient pursuant to this Section 2.15), and under no circumstances shall such released obligations be reinstated. 

The Conversion Shares issued following an Automatic Conversion shall be fully paid and non-assessable and shall in all
respects rank pari passu with the fully paid Ordinary Shares in issue on the Conversion Date, except in any such case for any right excluded by mandatory provisions of applicable law, and except that the Conversion Shares so issued shall not
rank for (or, as the case may be, the relevant Holder or Beneficial Owner shall not be entitled to receive) any rights, distributions or payments, the entitlement to which falls prior to the Conversion Date. 

The Conversion Shares shall initially be registered in the name of the Conversion Shares Depository (or the relevant recipient
pursuant to this Section 2.15) (which shall hold the Conversion Shares on behalf of the Holders and Beneficial Owners), and each Holder and Beneficial Owner of the Securities shall be deemed to have irrevocably directed the Company to issue the
Conversion Shares corresponding to the conversion of its holding of Securities to the Conversion Shares Depository (or to such other relevant recipient). 

  
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 The Conversion Shares Depository (or the relevant recipient pursuant to this
Section 2.15) shall hold the Conversion Shares on behalf of the Holders and Beneficial Owners, who shall be entitled to direct the Conversion Shares Depository or such other relevant recipient, as applicable, to exercise on their behalf all
rights of a Shareholder (including voting rights and rights to receive dividends); provided, however, that Holders and Beneficial Owners shall not have any rights to sell or otherwise transfer the Conversion Shares until such time as
the Conversion Shares have been delivered to the Holders or Beneficial Owners in accordance with the procedures set forth under Section 2.18. 

The Securities shall remain in existence until the applicable Cancellation Date for the sole purpose of evidencing the
Holders’ and Beneficial Owners’ right to receive Conversion Shares or Conversion Shares Offer Consideration, as applicable, from the Conversion Shares Depository (or such other relevant recipient, as applicable) in accordance with the
terms of the Securities. 
 With effect from the Conversion Date, Holders and Beneficial Owners shall have recourse only to
the Conversion Shares Depository (or to the relevant recipient pursuant to this Section 2.15) for the delivery to them of Conversion Shares or, if the Company elects that a Conversion Shares Offer be made, of any Conversion Shares Offer
Consideration to which such Holders and Beneficial Owners are entitled. If the Company fails to issue and deliver the Conversion Shares to the Conversion Shares Depository in accordance with the terms of the Securities and the Indenture, the only
right of the Holders and Beneficial Owners against the Company shall be to claim to have such Conversion Shares issued to the Conversion Shares Depository. 

If the Company has been unable to appoint a Conversion Shares Depository, it shall effect, by means it deems reasonable in the
circumstances (including, without limitation, issuance of the Conversion Shares to another nominee or to the Holders directly), the issuance and/or delivery of the Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the
Holders, and such issuance shall irrevocably and automatically release all of the Company’s obligations under the Securities as if the Conversion Shares had been issued to the Conversion Shares Depository. 

(b) The Company shall (a) immediately inform the Relevant Regulator of the occurrence of a Capital Adequacy Trigger Event
and (b) deliver an Automatic Conversion Notice: 
 (i) in the case of a Capital Adequacy Trigger Event
that has occurred as of any Quarterly Financial Period End Date, on or within five (5) Business Days after the relevant Ordinary Reporting Date; and 

(ii) in the case of a Capital Adequacy Trigger Event that has occurred as of any Extraordinary Calculation
Date, on or as soon as practicable after such Extraordinary Calculation Date. 
 The date on which the Automatic Conversion
Notice shall be deemed to have been given shall be the date on which it is dispatched by the Company to DTC (or, if the Securities are definitive Securities, to the Trustee). 

  
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 The Company shall request that DTC, pursuant to the applicable rules and
operating procedures of DTC then in effect, transmit the Automatic Conversion Notice to the direct participants of DTC holding the Securities at such time. 

Upon delivery of the Automatic Conversion Notice, the Company shall deliver to the Trustee and the Paying Agent a certificate
signed by two Authorized Officers, in the form attached hereto as Exhibit C, specifying that a Capital Adequacy Trigger Event has occurred (the “Capital Adequacy Trigger Event Officers’ Certificate”). The Trustee
and the Paying Agent are each entitled to conclusively rely on and accept such Capital Adequacy Trigger Event Officers’ Certificate without any duty whatsoever of further inquiry as sufficient and conclusive evidence of the occurrence of a
Capital Adequacy Trigger Event, and such Capital Adequacy Trigger Event Officers’ Certificate shall be conclusive and binding on the Trustee, the Paying Agent, the Holders and the Beneficial Owners. 

(c) Within ten (10) Business Days following the Conversion Date, the Company shall deliver a Conversion Shares Offer
Notice. 
 (d) The procedures set forth in this Section 2.15 are subject to change to reflect changes in DTC’s
practices, and the Company may make changes to the procedures set forth in this Section 2.15 to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC’s practices. 

(e) The Holders and Beneficial Owners shall not at any time have the option to convert to the Securities into Conversion
Shares. 
 (f) Notwithstanding anything to the contrary contained in the Indenture or the Securities, once the Company has
delivered an Automatic Conversion Notice following the occurrence of a Capital Adequacy Trigger Event (or following an Automatic Conversion (if sooner)), (i) subject to the right of Holders and Beneficial Owners pursuant to Section 4.03 in
the event of a failure by the Company to issue and deliver any Conversion Shares to the Conversion Shares Depository on the Conversion Date, the Holders and Beneficial Owners shall have no rights whatsoever under the Indenture or the Securities to
instruct the Trustee or the Paying Agent to take any action whatsoever and (ii) as of the date of the Automatic Conversion Notice, except for any indemnity and/or security provided by any Holder or by any Beneficial Owner in such direction or
related to such direction, any direction previously given to the Trustee by any Holders or by any Beneficial Owners shall cease automatically and shall be null and void and of no further effect; except in each case of (i) and (ii) of this
Section 2.15(f), with respect to any rights of Holders or Beneficial Owners with respect to any payments under the Securities that were unconditionally due and payable prior to the date of the Automatic Conversion Notice or unless the Trustee
or the Paying Agent is instructed in writing by the Company to act otherwise. 
 (g) Neither the Trustee nor the Paying
Agent shall be liable with respect to (i) the calculation or accuracy of the End-point CET1 Ratio in connection with the occurrence of a Capital Adequacy Trigger Event and the timing of such Capital Adequacy Trigger Event, (ii) the failure
of the Company to post or deliver the underlying End-point CET1 Ratio calculations of a Capital Adequacy Trigger Event to DTC, the Holders or the Beneficial Owners or (iii) any aspect of the Company’s decision to deliver a Conversion
Notice or the related Automatic Conversion. 

  
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 (h) Notwithstanding any other provision herein, by its acquisition of the
Securities, each Holder and each Beneficial Owner (i) consents to all of the terms and conditions of the Securities, including (x) the occurrence of a Capital Adequacy Trigger Event and any related Automatic Conversion following a Capital
Adequacy Trigger Event and (y) the appointment of the Conversion Shares Depository (or to the relevant recipient pursuant to Section 2.15), the issuance of the Conversion Shares to the Conversion Shares Depository (or to the relevant
recipient pursuant to Section 2.15) and the potential sale of the Conversion Shares pursuant to a Conversion Shares Offer, (ii) agrees that effective upon, and following, a Capital Adequacy Trigger Event, other than any amounts payable in
the case of the Company’s winding-up or the appointment of an administrator for its administration pursuant to Section 5.01, no Holder or Beneficial Owner shall have any rights against the Company with respect to repayment of the principal
amount of the Securities or payment of interest or any other amount on or in respect of such Securities, in each case that is not due and payable, which liabilities of the Company shall be automatically released, (iii) waives, to the extent
permitted by the Trust Indenture Act, any claim against the Trustee arising out of its acceptance of its trusteeship for the Securities, including, without limitation, claims related to or arising out of or in connection with a Capital Adequacy
Trigger Event and/or any Automatic Conversion, (iv) acknowledges that events in, and related to, clause (i) may occur without any further action on the part of such Holders or Beneficial Owners, the Trustee or the Paying Agent and
(v) authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the Automatic Conversion without any further
action or direction on the part of such Holder or Beneficial Owner, the Trustee or the Paying Agent. 
 SECTION 2.16
Conversion Shares. 
 (a) The number of Conversion Shares to be issued to the Conversion Shares Depository (or to the
relevant recipient pursuant to Section 2.15) on the Conversion Date shall equal the quotient obtained by dividing the (i) aggregate principal amount of the Securities then Outstanding immediately prior to the Automatic Conversion on the
Conversion Date (the “Outstanding Amount”) by (ii) the Conversion Price, rounded down, if necessary, to the nearest whole number of Conversion Shares. The number of Conversion Shares to be held by the Conversion Shares
Depository for the benefit of a Holder shall equal the product obtained by multiplying (i) the number of Conversion Shares thus calculated by (ii) the quotient obtained by dividing (x) the Tradable Amount held by such Holder on the
Conversion Date by (y) the Outstanding Amount, such product to be rounded down, if necessary, to the nearest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash
payment shall be made in lieu thereof. 
 (b) Subject to Section 3.05, if a Qualifying Takeover Event occurs, and the
Conversion Date falls on or after the QTE Effective Date, then in such case Approved Entity Shares shall be issued to the Conversion Shares Depository instead of Conversion Shares with the same effect as if Conversion Shares had been issued pursuant
to Section 2.16(a). 

  
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 SECTION 2.17 Conversion Shares Offer. 

(a) Following the occurrence of an Automatic Conversion, the Company, in its sole and absolute discretion, may elect in the
Conversion Shares Office Notice that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price (the
“Conversion Shares Offer”). The Company may, on behalf of the Conversion Shares Depository, appoint a Conversion Shares Offer Agent to act as placement or other agent to facilitate the Conversion Shares Offer. 

(b) Any Conversion Shares Offer shall be made subject to applicable laws and regulations in effect at the relevant time and
shall be conducted, if at all, only to the extent that the Company, in its sole and absolute discretion, determines that the Conversion Shares Offer is practicable. The Company or the purchasers of the Conversion Shares sold in any Conversion Shares
Offer shall bear the costs and expenses of any Conversion Shares Offer (with the exception of any stamp duty, stamp duty reserve tax, or any other capital, issue, transfer, registration, financial transaction or documentary tax that may arise or be
paid as a consequence of the transfer of any interest in the Conversion Shares to the Conversion Shares Depository (or the relevant recipient pursuant to Section 2.15) in order for the Conversion Shares Depository (or the relevant recipient
pursuant to Section 2.15) to conduct the Conversion Shares Offer), including the fees of the Conversion Shares Offer Agent, if any. 

(c) Upon completion of the Conversion Shares Offer, the Company or the Conversion Shares Depository shall provide notice to
the Holders of the composition of the Conversion Shares Offer Consideration (and the Cash Component thereof, if any) per $1,000 Tradable Amount of the Securities. The Company reserves the right, in its sole and absolute discretion, to terminate the
Conversion Shares Offer at any time during the Conversion Shares Offer Period by providing at least three (3) Business Days’ notice to the Trustee and the Paying Agent directly and to the Holders, in the case of Global Securities, via DTC
(or, if the Securities are definitive Securities, to the Holders at their addresses shown on the Register), and, if it does so, the Company may, in its sole and absolute discretion, take steps (including, without limitation, changing the Suspension
Date) to deliver to Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) the Conversion Shares at a time that is earlier than the time at which such Holders and Beneficial Owners (or the custodian,
nominee, broker or other representative thereof) would have otherwise received the Conversion Shares Offer Consideration, had the Conversion Shares Offer been completed. 

(d) The Cash Component of any Conversion Shares Offer Consideration shall be payable by the Conversion Shares Depository to
the Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) of the Securities whether or not the Solvency Condition is satisfied. 

(e) If the Company elects, in its sole and absolute discretion, that a Conversion Shares Offer be conducted, each Holder or
Beneficial Owner, by its acquisition of the Securities, shall be deemed to have: (i) consented to (x) any Conversion Shares Offer and to the Conversion Shares Depository’s using the Conversion Shares to settle any Conversion Shares
Offer in accordance with the terms of the Securities, notwithstanding that such Conversion Shares are held by the Conversion Shares Depository on behalf of Holders and Beneficial Owners and (y) the transfer of the beneficial interest it holds
in the Conversion Shares to the Conversion Shares 

  
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Depository in connection with the Conversion Shares Offer in accordance with the terms of the Securities, and (ii) irrevocably agreed that (x) the Company, the Conversion Shares
Depository (or the relevant recipient pursuant to Section 2.15) and the Conversion Shares Offer Agent, if any, may take any and all actions necessary to conduct the Conversion Shares Offer in accordance with the terms of the Securities, and
(y) none of the Company, the Trustee, the Paying Agent, the Conversion Shares Depository or the Conversion Shares Offer Agent, if any, shall, to the extent permitted by applicable law, incur any liability to the Holders or Beneficial Owners in
respect of the Conversion Shares Offer (except for the obligations of the Conversion Shares Depository in respect of the Holders’ and Beneficial Owners’ entitlement to any Conversion Shares Offer Consideration). 

SECTION 2.18 Settlement Procedure. 

(a) Delivery of the Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial
Owners shall be made in accordance with the procedures set forth in this Section 2.18, which remain subject to change to reflect changes in DTC’s practices. 

(b) On the Suspension Date, the Company shall deliver an Automatic Conversion Settlement Request Notice. 

(c) Holders and Beneficial Owners (or the custodian, nominee, broker or other representative thereof) shall not receive
delivery of the relevant Conversion Shares or Conversion Shares Offer Consideration, as applicable, unless such Holders or Beneficial Owners (or the custodian, nominee, broker or other representative thereof) deliver the applicable Automatic
Conversion Settlement Notice to the Conversion Shares Depository on or before the Notice Cut-off Date; provided that, if such delivery is made after the end of normal business hours at the specified office of the Conversion Shares Depository,
such delivery shall be deemed for all purposes to have been made or given on the next following Business Day. 
 (d) With
respect to any Global Securities, the Automatic Conversion Settlement Notice must be given in accordance with the respective standard procedures of DTC (which may include, without limitation, delivery of the notice to the Conversion Shares
Depository by electronic means) and in a respective form acceptable to DTC and the Conversion Shares Depository. With respect to any definitive Securities, the Automatic Conversion Settlement Notice must be delivered to the specified office of the
Conversion Shares Depository together with the relevant Securities. 
 (e) Subject to satisfaction of the requirements and
limitations set forth in this Section 2.18 and provided that the Automatic Conversion Settlement Notice and the relevant Securities, if applicable, are delivered, the Conversion Shares Depository shall deliver the relevant Conversion
Shares or Conversion Shares Offer Consideration, as applicable, on the applicable Settlement Date to the Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) having completed the relevant Automatic Conversion
Settlement Notice and in accordance with the instructions given in such Automatic Conversion Settlement Notice. 

  
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 (f) Each Automatic Conversion Settlement Notice shall be irrevocable. The
Conversion Shares Depository shall determine, in its sole and absolute discretion, whether any Automatic Conversion Settlement Notice has been properly completed and delivered, and such determination shall be conclusive and binding on the relevant
Holder or Beneficial Owner. If any Holder or Beneficial Owner fails to properly complete and deliver an Automatic Conversion Settlement Notice (and the relevant Securities, if applicable) the Conversion Shares Depository shall be entitled to treat
such Automatic Conversion Settlement Notice as null and void. 
 (g) Neither the Company, nor any member of the HSBC Group,
shall be liable for any taxes or duties (including, without limitation, any capital, stamp, issue and registration or transfer taxes or duties) arising on conversion or that may arise or be paid as a consequence of the issue and delivery of
Conversion Shares following an Automatic Conversion. The Holder or Beneficial Owner must pay any taxes or duties (including, without limitation, any capital, stamp, issue and registration and /or transfer taxes or duties) arising on conversion in
connection with the issue and delivery of Conversion Shares to the Conversion Shares Depository on behalf of such Holder or Beneficial Owner, and such Holder or Beneficial Owner must pay all, if any, such taxes or duties arising by reference to any
disposal or deemed disposal of such Holder or Beneficial Owner’s Securities or interest therein. Any taxes or duties arising on delivery or transfer of Conversion Shares to a purchaser in any Conversion Shares Offer shall be payable by the
relevant purchaser of those Conversion Shares. 
 (h) The Conversion Shares and any Conversion Shares Component shall not be
available for delivery (i) to, or to a nominee for, Clearstream, Luxembourg or Euroclear or any other person providing a clearance service within the meaning of Section 96 of the Finance Act 1986 of the United Kingdom or (ii) to a
person, or nominee or agent for a person, whose business is or includes issuing depository receipts within the meaning of Section 93 of the Finance Act 1986 of the United Kingdom, in each case at any time prior to the “abolition day”
as defined in Section 111(1) of the Finance Act 1990 of the United Kingdom, or, if earlier, such other time at which the Company, in its absolute discretion, determines that no charge under Section 67, 70, 93 or 96 of the Finance Act
1986 or any similar charge (under any successor legislation) would arise as a result of such delivery or (iii) to the CREST account of such a person described in (i) or (ii). 

(i) The Company may make changes to the procedures set forth in this Section 2.18 to the extent such changes are
reasonably necessary, in the opinion of the Company, to effect the delivery of the Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Holders and Beneficial Owners. 

SECTION 2.19 Failure to Deliver an Automatic Conversion Settlement Notice. If any Holder or Beneficial Owner (or
custodian, nominee, broker or other representative thereof) fails to deliver an Automatic Conversion Settlement Notice (and the relevant Securities, if applicable) to the Conversion Shares Depository on or before the Notice Cut-off Date, the
Conversion Shares Depository shall continue to hold the Conversion Shares or Conversion Shares Offer Consideration, as applicable, until an Automatic Conversion Settlement Notice (and the relevant Securities, if applicable) is so delivered;
provided, however, that the relevant Securities shall be cancelled on the Final Cancellation Date, and any Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) delivering an Automatic


  
 30 








 
Conversion Settlement Notice after the Notice Cut-off Date shall be required to provide evidence of its entitlement to the relevant Conversion Shares or Conversion Shares Offer Consideration, as
applicable, satisfactory to the Conversion Shares Depository in its sole and absolute discretion in order to receive delivery of such Conversion Shares or Conversion Shares Offer Consideration, as applicable. The Company shall have no liability to
any Holder or Beneficial Owner for any loss resulting from such Holder or Beneficial Owner’s failure to receive any Conversion Shares or Conversion Shares Offer Consideration, as applicable, or from any delay in the receipt thereof, in each
case as a result of such Holder or Beneficial Owner (or custodian, nominee, broker or other representative thereof) failing to duly submit an Automatic Conversion Settlement Notice (and the relevant Securities, if applicable) on a timely basis or at
all. 
 SECTION 2.20 Agreement with Respect to Exercise of U.K Bail-In Power. 

(a) By its acquisition of the Securities, each Holder and Beneficial Owner: 

(i) acknowledges, agrees to be bound by and consents to the exercise of any UK Bail-in Power by the Relevant UK
Resolution Authority as it may be imposed without any prior notice by the Relevant UK Resolution Authority of its decision to exercise such power with respect to the Securities, and which may result in (x) the reduction or cancellation of all,
or a portion, of the principal amount of, or interest on, the Securities and/or (y) the conversion of all, or a portion, of the principal amount of, or interest on, the Securities into shares or other securities or other obligations of the
Company or another person, including by means of an amendment or modification to the terms of the Indenture or of the Securities to give effect to the exercise by the Relevant UK Resolution Authority of such UK Bail-in Power; 

(ii) acknowledges and agrees that the rights of such Holder or Beneficial Owner are subject to, and will be
varied, if necessary, so as to give effect to, the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority; and 

(iii) acknowledges and agrees that no repayment of the principal amount of the Securities or payment of
interest on the Securities shall become due and payable after the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment
or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the HSBC Group. 

(b) By its acquisition of the Securities, each Holder and Beneficial Owner: 

(i) acknowledges and agrees that neither the exercise of the UK Bail-in Power by the Relevant UK Resolution
Authority with respect to the Securities, nor the cancellation or deemed cancellation of interest on the Securities pursuant to Sections 2.03 and 2.04, shall 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; 

  
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 (ii) 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 the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities; 

(iii) acknowledges and agrees that, upon the exercise of any UK Bail-in Power by the Relevant UK Resolution
Authority (a) the Trustee shall not be required to take any further directions from Holders under Section 5.12 of the Base Indenture and (b) none of the Base Indenture or this Second 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; and 

(iv) shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other
intermediary through which it holds such Securities to take any and all necessary action, if required, to implement the exercise of any UK Bail-in Power with respect to the Securities as it may be imposed, without any further action or direction on
the part of such Holder or Beneficial Owner. 
 (c) Upon the exercise of the UK Bail-in Power by the Relevant UK Resolution
Authority with respect to the Securities, the Company shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK Bail-in Power for purposes of notifying Holders and Beneficial Owners of such occurrence. The
Company shall also deliver a copy of such notice to the Trustee for information purposes. 
 (d) The Company’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 with respect to the Securities and any Automatic Conversion.

 (e) The exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities shall not
constitute a Winding-Up Event or a Non-Payment Event. 
 (f) 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 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. 

(g) Notwithstanding anything to the contrary in the Indenture, including Article 9 of the Base Indenture, the Company hereby
agrees that it shall not amend Section 2.20(a) without the prior consent of the Relevant Regulator. 
 (h)
Notwithstanding Section 2.20(b)(iii), if, following the completion of the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, any 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 Securities), then the Trustee’s duties under the Indenture shall remain applicable with respect to the Securities following such completion to the extent the


  
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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 authority, there shall at all times be a trustee hereunder pursuant to, and in accordance with, Section 6.09 of the 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 Indenture, respectively, including to the extent no supplemental indenture or amendment to the Indenture is agreed upon pursuant to this Section 2.20(h). 

(i) For the avoidance of doubt, the potential conversion of the Securities into shares, other securities or other obligations
in connection with the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority is separate and distinct from an Automatic Conversion following a Capital Adequacy Trigger Event. 

SECTION 2.21 Notice via DTC. If notice is given by the Company via DTC in accordance with the terms of the
Securities and the Indenture, the Company shall request that DTC, pursuant to the applicable rules and operating procedures of DTC then in effect, transmit such notice to the direct participants of DTC holding the Securities at such time. Moreover,
any notice by DTC to participating institutions and by these participants to street name holders of beneficial interests in the Securities shall be made according to arrangements among them and may be subject to statutory or regulatory requirements.
Any such notice given by the Company to DTC also shall be sent directly to the Trustee and the Paying Agent for informational purposes. 

SECTION 2.22 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 Securities then Outstanding, including due to
any exercise of the UK Bail-in Power by the Relevant UK Resolution Authority, any Automatic Conversion or any redemption pursuant to Sections 2.08, 2.09 and 2.10. 

ARTICLE III 

ANTI-DILUTION 

SECTION 3.01 Adjustment of Conversion Price and Conversion Shares Offer Price. Upon the occurrence of any of the
events described below, the Conversion Price and the Conversion Shares Offer Price, as applicable, shall be adjusted as follows: 

(a) If and whenever there is a consolidation, reclassification or subdivision in relation to the Ordinary Shares which alters
the number of Ordinary Shares in issue, each Price shall be adjusted by multiplying the relevant Price in effect immediately prior to such consolidation, reclassification or subdivision by the following fraction: 

A 

B 

  
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 where: 
  

	 	A	 is the aggregate number of Ordinary Shares in issue immediately before such consolidation, reclassification or subdivision, as the case may be; and



  

	 	B	 is the aggregate number of Ordinary Shares in issue immediately after, and as a result of, such consolidation, reclassification or subdivision, as
the case may be. 


 Such adjustment shall become effective on the date the consolidation, reclassification
or subdivision, as the case may be, takes effect. 
 (b) If and whenever the Company issues Ordinary Shares to Shareholders
credited as fully paid by way of capitalization of profits or reserves (including any share premium account or capital redemption reserve) other than (1) where any such Ordinary Shares are or are to be issued instead of the whole or part of a
Cash Dividend which Shareholders would or could otherwise have elected to receive, (2) where Shareholders may elect to receive a Cash Dividend in lieu of such Ordinary Shares or (3) where any such Ordinary Shares are or are expected to be
issued in lieu of a dividend (whether or not a Cash Dividend equivalent or amount is announced or would otherwise be payable to Shareholders, whether at their election or otherwise), each Price shall be adjusted by multiplying the relevant Price in
effect immediately prior to such issue by the following fraction: 
 A 

B 

where: 
  

	 	A	 is the aggregate number of Ordinary Shares in issue immediately before such issue; and 



 

	 	B	 is the aggregate number of Ordinary Shares in issue immediately after such issue. 



Such adjustment shall become effective on the date of issue of such Ordinary Shares. 

(c) If and whenever the Company issues Ordinary Shares to Shareholders as a class by way of rights, or the Company or any
member of the HSBC Group or (at the direction or request or pursuant to arrangements with the Company or any member of the HSBC Group) any other company, person or entity issues or grants to Shareholders as a class by way of rights, any options,
warrants or other rights to subscribe for or purchase the Ordinary Shares, or any securities which by their terms of issue carry (directly or indirectly) rights of conversion into, or exchange or subscription for, any Ordinary Shares (or grants any
such rights in respect of existing securities so issued), in each case at a price per Ordinary Share which is less than 95% of the Current Market Price on the Effective Date, each Price shall be adjusted by multiplying the relevant Price in effect
immediately prior to the Effective Date by the following fraction: 
 A + B 

A + C 

where: 
  

	 	A	 is the aggregate number of Ordinary Shares in issue on the Effective Date; 



  
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	 	B	 is the number of Ordinary Shares which the aggregate consideration (if any) receivable for the Ordinary Shares issued by way of rights, or for the
securities issued by way of rights, or for the options or warrants or other rights issued by way of rights and for the total number of the Ordinary Shares deliverable on the exercise thereof, would purchase at such Current Market Price on the
Effective Date; and 


  

	 	C	 is the number of Ordinary Shares to be issued or, as the case may be, the maximum number of Ordinary Shares which may be issued upon exercise of
such options, warrants or rights calculated as at the date of issue of such options, warrants or rights or upon conversion or exchange or exercise of rights of subscription or purchase in respect thereof at the initial conversion, exchange,
subscription or purchase price or rate; provided that if, on the Effective Date, such number of Ordinary Shares is to be determined by reference to the application of a formula or other variable feature or the occurrence of any event at some
subsequent time, then “C” shall be determined by the application of such formula or variable feature or as if the relevant event occurs or had occurred as at the Effective Date and as if such conversion, exchange, subscription, purchase or
acquisition had taken place on the Effective Date. 


 Such adjustment shall become effective on the
Effective Date. 
 For the purpose of any calculation of the consideration receivable or price pursuant to this
Section 3.01(c), the following provisions shall apply: 
  

	 	(1)	 the aggregate consideration receivable or price for Ordinary Shares issued for cash shall be the amount of such cash; 



 

	 	(2)	 (x) the aggregate consideration receivable or price for Ordinary Shares to be issued or otherwise made available upon the conversion or exchange of
any securities shall be deemed to be the consideration or price received or receivable for any such securities and (y) the aggregate consideration receivable or price for Ordinary Shares to be issued or otherwise made available upon the
exercise of rights of subscription attached to any securities or upon the exercise of any options, warrants or rights shall be deemed to be that part (which may be the whole) of the consideration or price received or receivable for such securities
or, as the case may be, for such options, warrants or rights which are attributed by the Company to such rights of subscription or, as the case may be, such options, warrants or rights or, if no part of such consideration or price is so attributed,
the Fair Market Value of such rights of subscription or, as the case may be, such options, warrants or rights as at the relevant Effective Date, plus in the case of each of (x) and (y), the additional minimum consideration receivable or price
(if any) upon the conversion or exchange of such securities, or upon the exercise of such rights or subscription attached thereto or, as the case may be, upon exercise of such options, warrants or rights and (z) the consideration receivable or
price per Ordinary Share 



  
 35 









	 	 
upon the conversion or exchange of, or upon the exercise of such rights of subscription attached to, such securities or, as the case may be, upon the exercise of such options, warrants or rights
shall be the aggregate consideration or price referred to in (x) or (y) (as the case may be) divided by the number of Ordinary Shares to be issued upon such conversion or exchange or exercise at the initial conversion, exchange or
subscription price or rate; 


  

	 	(3)	 if the consideration or price determined pursuant to (1) or (2) (or any component thereof) is expressed in a currency other than dollars,
it shall be converted into dollars at the Prevailing Rate on the relevant Effective Date (in the case of (1) above) or the relevant date of first public announcement (in the case of (2) above); 



 

	 	(4)	 in determining the consideration or price pursuant to the above, no deduction shall be made for any commissions or fees (howsoever described) or
any expenses paid or incurred for any underwriting, placing or management of the issue of the relevant Ordinary Shares or securities or options, warrants or rights, or otherwise in connection therewith; and 



 

	 	(5)	 the consideration or price shall be determined as provided above on the basis of the consideration or price received, receivable, paid or payable,
regardless of whether all or part thereof is received, receivable, paid or payable by or to the Company or another entity. 



(d) If and whenever the Company pays any Extraordinary Dividend to the Ordinary Shareholders as a class, each Price shall be
adjusted by multiplying the relevant Price in effect immediately prior to the Effective Date by the following fraction: 

A – B 

    A 

where: 
  

	 	A	 is the Current Market Price of one Ordinary Share on the Effective Date; and 



 

	 	B	 is the portion of the aggregate Extraordinary Dividend attributable to one Ordinary Share, with such portion being determined by dividing the
aggregate Extraordinary Dividend by the number of Ordinary Shares entitled to receive the relevant Extraordinary Dividend. If the Extraordinary Dividend is expressed in a currency other than dollars, it shall be converted into dollars at the
Prevailing Rate on the relevant Effective Date. 


 Such adjustment shall become effective on the Effective
Date. 

  
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 (e) Notwithstanding provisions of Sections 3.01(a) through (d): 

(i) where the events or circumstances giving rise to any adjustment pursuant to this
Section 3.01 have already resulted or shall result in an adjustment to the Prices or where the events or circumstances giving rise to any adjustment arise by virtue of any other events or circumstances that have already given or shall give
rise to an adjustment to the Prices or where more than one event that gives rise to an adjustment to the Prices occurs within such a short period of time that, in the Company’s opinion, a modification to the operation of the adjustment
provisions is required to give the intended result, such modification shall be made to the operation of the adjustment provisions as may be determined by an Independent Financial Adviser to be in its opinion appropriate to give the intended result;

 (ii) such modification shall be made to the operation of this Section 3.01 as may be determined by an
Independent Financial Adviser to be in its opinion appropriate (x) to ensure that an adjustment to the Prices or the economic effect thereof shall not be taken into account more than once, (y) to ensure that the economic effect of an
Extraordinary Dividend is not taken into account more than once and (z) to reflect a redenomination of the issued Ordinary Shares for the time being into a new currency; 

(iii) for the avoidance of doubt, the occurrence of any other event in respect of the Ordinary Shares that is
not an applicable Adjustment Event in relation to the Securities or the conversion of the Securities into the Ordinary Shares pursuant to this Section 3.01 shall not result in an adjustment of the Prices; and 

(iv) No adjustment shall be made to the Prices where the Ordinary Shares or other securities (including rights,
warrants and options) are issued, offered, exercised, allotted, purchased, appropriated, modified or granted to, or for the benefit of, employees or former employees (including directors holding or formerly holding executive office or the personal
service company of any such person) or their spouses or relatives, in each case, of the Company or any company in the HSBC Group or any associated company or to a trustee or trustees to be held for the benefit of any such person, in any such case
pursuant to any share or option scheme. 
 SECTION 3.02 No Retroactive Adjustments. The Company shall not issue
any additional Conversion Shares if the Automatic Conversion occurs after the record date in respect of any consolidation, reclassification or sub-division as described in Section 3.01(a), or after the record date or other due date for the
establishment of entitlement for any such issue, distribution, grant or offer (as the case may be) as is described in Sections 3.01(b) through (d), but before the relevant adjustment to the Prices becomes effective under such Section. 

SECTION 3.03 Decision of an Independent Financial Advisor. If any doubt shall arise as to whether an adjustment
should be made to either Price or as to the appropriate adjustment to such Prices, and following consultation between the Company and an Independent Financial Adviser, a written opinion of such Independent Financial Adviser in respect thereof is
delivered, such written opinion shall be conclusive and binding on the Company, the Trustee, the Paying Agent and the Holders and Beneficial Owners, save in the case of manifest error. 

  
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 SECTION 3.04 Rounding Down and Notice of Adjustment to the Conversion
Price and the Conversion Shares Offer Price. 
 (a) On any adjustment, if a resultant Price has more decimal
places than the initial Price, it shall be rounded to the same number of decimal places as the initial Price. No adjustment shall be made to a Price where such adjustment (rounded down if applicable) would be less than 1% of such Price then in
effect. Any adjustment not required to be made, and/or any amount by which a Price has been rounded down, shall be carried forward and taken into account in any subsequent adjustment, and such subsequent adjustment shall be made on the basis that
the adjustment not required to be made had been made at the relevant time and/or, as the case may be, that the relevant rounding down had not been made. 

(b) Notice of any adjustments to the Prices shall be given by the Company to Holders via DTC (or, if the Securities are
definitive Securities, via the Trustee) promptly after the determination thereof. 
 (c) The Prices shall not in any event
be reduced to below the nominal value of the Ordinary Shares. The Company hereby undertakes that it shall not take any action, and shall procure that no action is taken, that would otherwise result in an adjustment to the Prices to below such
nominal value. 
 SECTION 3.05 Qualifying Takeover Event. 

(a) Within ten (10) Business Days following the occurrence of a Takeover Event, the Company shall deliver a Takeover
Event Notice. 
 (b) If the Takeover Event is a Qualifying Takeover Event, the Securities will, where the Conversion Date
falls on or after the QTE Effective Date, be converted into or exchanged for Approved Entity Shares, mutatis mutandis as provided under Section 2.15, at a Conversion Price that shall initially be the New Conversion Price, which may be
higher or lower than the Conversion Price. In addition, the Company shall retain the right to elect in the Conversion Shares Offer Notice that the Conversion Shares Depository make a Conversion Shares Offer at the New Conversion Shares Offer Price.

 (c) The New Conversion Price and the New Conversion Shares Offer Price shall be subject to adjustment in the
circumstances provided for under Section 3.01 (if necessary with such modifications and amendments as an Independent Financial Adviser shall determine to be appropriate), and the Company shall give notice to the Holders of the New Conversion
Price and the New Conversion Shares Offer Price and of any such modifications and amendments thereafter. 
 (d) In the case
of a Qualifying Takeover Event: 
 (i) the Company shall, to the extent permitted by applicable law and
regulation, on or prior to the QTE Effective Date, enter into such agreements and arrangements (including, without limitation supplemental indentures to the Indenture and amendments and modifications to the terms and conditions of the Securities and
the Indenture) as may be required to ensure that, effective upon the QTE Effective Date, the Securities shall be convertible into, or exchangeable for, Approved Entity Shares, mutatis mutandis in accordance with, and subject to, the
provisions of Section 2.15, at the New Conversion Price; and 

  
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 (ii) the Company shall, where the Conversion Date falls on or
after the QTE Effective Date, procure (to the extent within its control) the issue of the relevant number of Approved Entity Shares mutatis mutandis in the manner provided under Section 2.15. 

(e) For the avoidance of doubt, if for any reason (including, without limitation, because the Acquirer is a Governmental
Entity), a Takeover Event fails to be Qualifying Takeover Event, there shall not be any automatic adjustment to the terms of the Securities, whether in the manner provided for in this Article III in respect of Qualifying Takeover Events, or at
all. 
 ARTICLE IV 

DEFAULTS AND REMEDIES 

With respect to the Securities only, Section 5.01 of the Base Indenture shall be amended and restated in its entirety as
follows in Section 4.01 hereof, Section 5.02 of the Base Indenture shall be amended and restated in its entirety as follows in Sections 4.02 and 4.03 hereof, Section 5.03(a) of the Base Indenture shall be amended and
restated in its entirety as follows in Section 4.04 hereof, Section 5.13 of the Base Indenture shall be amended and restated in its entirety as follows in Section 4.05 hereof, and references in the Base Indenture to such
Sections shall be to such Sections as amended and restated in entirety by this Second Supplemental Indenture. Section 5.10 of the Base Indenture shall apply to the Securities subject to the limitations on remedies specified in this
Article IV. 
 SECTION 4.01 Winding-Up. 

(a) A “Winding-Up Event” shall result if (i) a court of competent jurisdiction in England (or such other
jurisdiction in which the Company may be organized) makes an order for the winding-up of the Company which is not successfully appealed within thirty (30) days of the making of such order, (ii) the Shareholders of the Company adopt an
effective resolution for the winding-up of the Company (other than , in the case of either (i) or (ii) above, under or in connection with a scheme of reconstruction, merger or amalgamation not involving a bankruptcy or insolvency) or
(iii) following the appointment of an administrator of the Company, the administrator gives notice that it intends to declare and distribute a dividend. 

(b) If a Winding-Up Event occurs before the occurrence of a Capital Adequacy Trigger Event, the principal amount of the
Securities shall become immediately due and payable, without the need of any further action on the part of the Trustee, the Holders or any other Person. 

SECTION 4.02 Non-Payment Event. If the Company fails to pay any amount that has become due and payable under the
Securities, the Paying Agent shall notify the Trustee and, if such failure continues for fourteen (14) calendar days, the Trustee may provide a written notice of such failure to the Company. If within a period of fourteen (14) calendar
days following the provision of such notice, the failure continues and has not been cured nor waived (a “Non-Payment Event”), the Trustee may, at its discretion in accordance with the Indenture, and


  
 39 








 
without further notice to the Company, institute proceedings in England (or such other jurisdiction in which the Company may be organized) (but not elsewhere) for the winding-up of the Company
and/or prove in a winding-up of the Company and/or claim in a liquidation or administration of the Company. For the avoidance of doubt, if, pursuant to Section 2.03 or 2.04, the Company cancels any interest payment in respect of any Interest
Payment Date or if such interest payment is deemed to have been cancelled (in each case, in whole or in part), then such interest payment shall not be due and payable in respect of such Interest Payment Date, and no Non-Payment Event under the
Securities shall occur or be deemed to have occurred as a result of such cancellation or deemed cancellation (in each case, in whole or in part). 

SECTION 4.03 Limited Remedies for Breach of Obligations (Other than Non-Payment). In addition to the remedies for
a Non-Payment Event provided in Section 4.02, the Trustee may without further notice institute such proceedings against the Company as it may deem fit to enforce any term, obligation or condition binding upon the Company under the Securities or
the Indenture (other than any payment obligation of the Company under or arising from the Securities or the Indenture, including payment of any principal or interest, including Additional Amounts) (such obligation, a “Performance
Obligation”); provided the sole and exclusive remedy that the Trustee (acting on behalf of the Holders) and/or the Holders may seek under the Securities and the Indenture is specific performance under the laws of the State of New
York; provided further that to the extent any judgment or other award given in such proceedings requires the payment of money by the Company, whether by way of damages or otherwise (a “Monetary Judgment”), the Trustee
(acting on behalf of the Holders) and/or the Holders may not enforce, and will not be entitled to enforce, or otherwise claim such Monetary Judgment against the Company, except by proving such Monetary Judgment in the winding-up or administration of
the Company. For the avoidance of doubt, any breach by the Company of any Performance Obligation shall not confer upon the Trustee (acting on behalf of the Holders) and/or the Holders any claim other than specific performance and the Company will
not be obliged to pay any sum or sums, in cash or otherwise (including damages), as a consequence of the institution of any such proceedings, except where a Holder proves any Monetary Judgment in the Company’s winding-up or administration. 

By its acquisition of the Securities, each Holder and Beneficial Owner of the Securities acknowledges and agrees (i) that
the sole and exclusive remedy that such Holder and Beneficial Owner and/or the Trustee (acting on their behalf) may seek under the Securities and the Indenture for a breach by the Company of a Performance Obligation is specific performance under the
laws of the State of New York, (ii) such Holder and Beneficial Owner will not (and waive any right to) seek, and will not (and waives any right to) direct the Trustee (acting on their behalf) to seek, any other remedy against the Company in
respect of any breach by the Company of a Performance Obligation, (iii) such Holder and Beneficial Owner will not (and waive any right to) enforce, and will not be entitled to enforce (and waive any such entitlement), or otherwise claim (and
waive any other right to claim) a Monetary Judgment against the Company, except by proving such Monetary Judgment in the Company’s winding-up or administration and (iv) to the extent permitted by the Trust Indenture Act, such Holder and
Beneficial Owner waive any and all claims, in law and/or in equity, against the Trustee for, agree not to initiate a suit against the Trustee in respect of, and agree that the Trustee shall not be liable for, any action that the Trustee takes, or
abstains from taking, in connection with such Holder or Beneficial Owner’s right to enforce a Performance Obligation in accordance with the Indenture or the Securities. 

  
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 SECTION 4.04 No Other Remedies and Other Terms. 

(a) Other than the limited remedies specified in this Article IV, and subject to clause (c) below, no remedy
against the Company shall be available to the Trustee (acting on behalf of the Holders) and to the Holders and Beneficial Owners, whether for the recovery of amounts owing in respect of such Securities or under the Indenture, or in respect of any
breach by the Company of any of the Company’s obligations under or in respect of the terms of such Securities or under the Indenture in relation thereto; provided, however, that the Company’s obligations to the Trustee under
Section 6.07 of the Base Indenture and the Trustee’s rights to have money collected applied first to pay amounts due to it under such Section pursuant to Section 5.06 of the Base Indenture expressly survive any such Default and
are not subject to the subordination provisions of Section 5.01 hereof. 
 (b) In the case of a Default under the
Securities, the Trustee shall exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his
or her own affairs. A “Default” shall occur (i) upon the occurrence of a Winding-Up Event that occurs before the Conversion Date or (ii) upon the occurrence of a Non-Payment Event or (iii) upon a breach by the Company
of a Performance Obligation. For purposes of the Base Indenture, “Event of Default” shall mean “Default” as defined in this Second Supplemental Indenture, except that the term “Event of Default” as used in
Section 3.05(c)(ii) of the Base Indenture and Article 8 of the Base Indenture shall mean “Winding-Up Event.” 

(c) Subject to such provisions for the indemnification of the Trustee, and subject to certain exceptions, the Holder or
Holders of a majority in aggregate principal amount of the Securities then Outstanding shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power
conferred on the Trustee with respect to the Securities. However, the Trustee may refuse to follow any direction that is in conflict with any rule of law or the Indenture or is unjustly prejudicial to any Holder not taking part in the direction. The
Trustee may take any other action that it deems proper which is not inconsistent with that direction. 
 (d) Neither a
Capital Adequacy Trigger Event, an Automatic Conversion, a cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with the terms of the Indenture and the Securities nor the exercise of the UK Bail-in Power
by the Relevant UK Resolution Authority with respect to the Securities shall be stated to be an Event of Default or a Default. 

(e) Notwithstanding the limitations on remedies specified under this Article IV, (i) the Trustee shall have such
powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders and Beneficial Owners under the provisions of the Indenture, and (ii) nothing shall impair the right of a Holder or Beneficial
Owner under the Trust Indenture Act, absent such Holder’s or Beneficial Owner’s consent, to sue for any payment due but unpaid with respect to the Securities; provided that, in the case of (i) and (ii) above, any payments
in respect of, or arising from, the Securities, including any payments or amounts resulting or arising from the enforcement of any rights under the Trust Indenture Act in respect of the Securities, shall be subject to the subordination provisions
set forth in Section 5.01 hereof. 

  
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 SECTION 4.05 Waiver of Past Defaults. 

(a) Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding may on behalf of the
Holders of all of the Securities waive any past Default that results from a breach by the Company of a Performance Obligation; provided that (i) a Default in respect of a Performance Obligation, the modification or amendment of which
would require the consent of each Holder affected by it or (ii) any past Default that results from a Winding-Up Event or a Non-Payment Event, in either case, will require the waiver of each Holder affected by such Default. 

(b) Upon the occurrence of any waiver permitted by clause (a) above, such Default shall cease to exist, and any
Default with respect to any series arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of the Base Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon. 
 ARTICLE V 

SUBORDINATION 

SECTION 5.01 Securities Subordinate to Claims of Senior Creditors. With respect to the Securities only, this
Section 5.01 hereby amends Section 12.01 of the Base Indenture in its entirety, and references in the Base Indenture to Article Twelve and Section 12.01 thereof shall be to such Article and Section as amended by this
Section 5.01. 
 (a) The Securities shall constitute the Company’s direct, unsecured and subordinated obligations,
ranking equally without any preference among themselves. The rights and claims of the Holders and Beneficial Owners in respect of or arising from the Securities shall be subordinated to the claims of Senior Creditors. 

(b) If (x) an order is made, or an effective resolution is passed, for the winding-up of the Company (except in any such
case for a solvent winding-up solely for the purpose of a merger, reconstruction or amalgamation of the Company, the terms of which reorganization, reconstruction or amalgamation (i) have previously been approved in writing by a majority of the
Holders and (ii) do not provide that the Securities shall thereby become redeemable or repayable in accordance with the terms of the Securities); or (y) following the appointment of an administrator for the Company’s administration,
the administrator declares, or gives notice that it intends to declare and distribute, a dividend, then 

(i) if such events specified in (x) or (y) occur prior to the date on which a Capital Adequacy
Trigger Event occurs, there shall be payable by the Company in respect of each Security (in lieu of any other payment by the Company), such amount, if any, as would have been payable to a Holder if, on the day prior to the commencement of such
winding-up or such administration and thereafter, such Holder were the holder of the most senior class of preference shares in the Company’s capital, having an equal right to a return of assets in such winding-up or such administration to, and
so ranking pari passu with, the holders of such class of preference shares (if any) from time to time issued by the Company that has a preferential right to a return of assets in such winding-up or such


  
 42 








 
administration, and so ranking ahead of the holders of all other classes of issued shares for the time being in the Company’s capital, but ranking junior to the claims of Senior Creditors,
and on the assumption that the amount that such Holder was entitled to receive in respect of such senior preference shares, on a return of assets in such winding-up or such administration, were an amount equal to the principal amount of the relevant
Security and any accrued but unpaid interest thereon (to the extent not cancelled or deemed to have been cancelled); and 

(ii) if such events specified in (x) or (y) above occur on or after the date on which a Capital
Adequacy Trigger Event occurs but prior to the Conversion Date, there shall be payable by the Company in respect of each Security (in lieu of any other payment by the Company) such amount, if any, as would have been payable to a Holder on a return
of assets in such winding-up or such administration if the Conversion Date in respect of an Automatic Conversion had occurred immediately prior to the occurrence of such events specified in (x) or (y) above (and as a result, such Holder
were the holder of such number of Ordinary Shares as such Holder would have been entitled to receive on the Conversion Date, ignoring for these purposes the Company’s right to elect to make a Conversion Shares Offer). 

(c) Other than in the event of a winding-up or administration of the Company as described in clause (b) above,
payments in respect of or arising from the Securities shall be conditional (i) upon the Company’s being solvent at the time of payment by the Company, and (ii) in that no sum in respect of or arising from the Securities may fall due
and be paid except to the extent that the Company could make such payment and still be solvent immediately thereafter (such condition, the “Solvency Condition”). For purposes of determining whether the Solvency Condition is met, the
Company shall be considered to be solvent at a particular point in time if (i) it is able to pay its debts owed to Senior Creditors as they fall due and (ii) the Balance Sheet Condition has been met. A certificate by the Auditors as to
whether or not the Solvency Condition is met, on the basis of the information provided to the Auditors by the Company, will, in the absence of manifest error, be treated by the Company, the Trustee, the Holders, the Beneficial Owners and all other
interested parties as correct and sufficient evidence thereof. 
 “Senior Creditors” means creditors of the
Company (i) who are unsubordinated creditors; (ii) whose claims are, or are expressed to be, subordinated to the claims of the Company’s unsubordinated creditors but not further or otherwise; or (iii) whose claims are, or are
expressed to be, junior to the claims of the Company’s other creditors, whether subordinated or unsubordinated, other than those whose claims rank, or are expressed to rank, pari passu with, or junior to, the claims of the Holders or
Beneficial Owners in a winding-up occurring prior to a Capital Adequacy Trigger Event. For the avoidance of doubt, holders of any of the Company’s existing or future Tier 2 capital instruments shall be Senior Creditors. 

The “Balance Sheet Condition” shall be satisfied in relation to the Company if the value of the Assets is at
least equal to the value of the Liabilities. For these purposes (i) “Assets” mean the Company’s unconsolidated gross assets as shown in the Company’s most recent published audited balance sheet, as adjusted for
subsequent events in such manner as the Auditors may determine and (ii) “Liabilities” means the Company’s unconsolidated gross liabilities, as shown in the Company’s most recent published audited balance sheet, as
adjusted for subsequent events 

  
 43 








 
in such manner as the Auditors may determine and for these purposes excluding (without double counting) any indebtedness that shall not constitute liabilities according to the criteria that would
be applied by the High Court of Justice of England and Wales (or the relevant authority of such other jurisdiction in which the Company may be organized) in determining whether the Company is “unable to pay its debts” under
Section 123(2) of the UK Insolvency Act 1986 or any amendment or re-enactment thereof (or in accordance with the corresponding provisions of the applicable laws of such other jurisdiction in which the Company may be organized. 

ARTICLE VI 
 AMENDMENTS TO
THE BASE INDENTURE APPLICABLE TO THE SECURITIES 
 SECTION 6.01 Additional Amounts. Article 10 of the Base
Indenture is amended by amending and restating Section 10.04(a) of the Base Indenture in its entirety, which shall read as follows: 

(a) Any amounts to be paid by the Company on the Securities shall be paid without deduction or withholding for,
or on account of, any taxes, duties, assessments or governmental charges of whatever nature, present or future (“Taxes”), as are imposed or levied by or on behalf of the United Kingdom or any political subdivision or authority
thereof or therein that has the power to tax (each, a “Taxing Jurisdiction”), unless the Company is required by a Taxing Jurisdiction to withhold or deduct any such Taxes. If any such Taxes shall at any time be required by a Taxing
Jurisdiction to be deducted or withheld, the Company shall pay such additional amounts of, or in respect of, the principal of, premium, if any, and interest on, such series of Contingent Convertible Securities (“Additional Amounts”)
as may be necessary in order that the net amounts paid to the Holders, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, and interest, if any, that would have been received in respect of such
Securities in the absence of such deduction or withholding; provided that no such Additional Amounts shall be payable with respect to any Security: (i) to, or to a third party on behalf of, a Holder or Beneficial Owner who is liable to
such Taxes in respect of such Security by reason of the Holder or Beneficial Owner having some connection with the United Kingdom other than the mere holding of such Security, (ii) unless the Holder or Beneficial Owner is unable to avoid such
withholding or deduction by satisfying any statutory requirement or by making a declaration of non-residence or other similar claim for exemption to a paying agent or the relevant tax authorities (as
applicable) or by notifying (and/or presenting evidence of such notification to) any tax authorities of such payment of principal or interest or by presenting the relevant Security at the specified office of another paying agent (whether within or
outside the European Union), (iii) where the Security must be presented for payment, the Security is presented more than thirty (30) days after the date on which such payment first becomes due, except to the extent that the Holder would
have been entitled to such Additional Amounts on presenting the same for payment on the last day of such thirty-day period, (iv) to, or to a third party on behalf of, a Holder or Beneficial Owner who is not the sole Beneficial Owner, or a
portion of either, 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 

  
 44 








 
the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment or (v) where such withholding or deduction is required to be made
pursuant to European Council Directive 2003/48/EC (as amended from time to time) or any other EU directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law
implementing or complying with, or introduced in order to conform to, such directives. Whenever in this Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) or any interest, if any, on or in respect of
any Security, 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 as if express mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof where such express mention is not made. 

ARTICLE VII 
 AMENDMENTS TO
THE BASE INDENTURE APPLICABLE TO ALL SERIES OF 
 SECURITIES 

SECTION 7.01 Set Off. Article 5 of the Base Indenture is amended by amending and restating Section 5.03(c) of
the Base Indenture in its entirety, which shall read as follows: 
 (c) Subject to applicable law and unless
the relevant Contingent Convertible Securities provide otherwise, claims in respect of any Contingent Convertible Security may not be set off, or be the subject of a counterclaim, by any Holder or by the Trustee in respect of any claims of such
Holders to payment of any principal, premium or interest in respect of the Contingent Convertible Securities or this Indenture, against or in respect of any of its obligations to the Company, and every Holder and the Trustee in respect of any claims
of such Holders waives, and shall be treated for all purposes as if it had waived, any right that it might otherwise have to set-off, or to raise by way of counterclaim any of its claims in respect of any Contingent Convertible Securities or this
Indenture, against or in respect of any of its obligations to the Company. Notwithstanding the preceding sentence, if any of the rights and claims of any Holder are discharged by set-off, such Holder shall immediately pay an amount equal to the
amount of such discharge to the Company or, if applicable, the liquidator or trustee or receiver in the Company’s bankruptcy and, until such time as payment is made, shall hold a sum equal to such amount in trust for the Company or, if
applicable, the liquidator or trustee or receiver in the Company’s bankruptcy. Accordingly, such discharge shall be deemed not to have taken place. No Holder shall be entitled to proceed directly against the Company except as set forth in
Section 5.07 hereof. 
 ARTICLE VIII 

MISCELLANEOUS PROVISIONS 

SECTION 8.01 Effectiveness. This Second Supplemental Indenture shall become effective upon its execution and
delivery. 

  
 45 








 SECTION 8.02 Original Issue. The Securities may, upon execution of
this Second Supplemental Indenture, be executed by the Company and delivered by the Company to the Trustee for authentication, and the Trustee shall, upon delivery of a Company Order, authenticate and deliver such Securities as in such Company Order
provided. 
 SECTION 8.03 Ratification and Integral Part. The Base Indenture as supplemented by this Second
Supplemental Indenture, is in all respects ratified and confirmed, including without limitation all the rights, immunities and indemnities of the Trustee, and this Second Supplemental Indenture shall be deemed an integral part of the Base Indenture
in the manner and to the extent herein and therein provided. 
 SECTION 8.04 Priority. This Second 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 Second Supplemental Indenture shall, with respect to the Securities and subject to the terms hereof, supersede
the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith. 
 SECTION 8.05
Successors and Assigns. All covenants and agreements in the Base Indenture, as supplemented and amended by this Second Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not. 

SECTION 8.06 Subsequent Holders Agreement. Any Holder or Beneficial Owner that acquires the Securities in the
secondary market and any successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of any Holder or Beneficial Owner 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 that acquire the 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 Securities related to the UK bail-in power and related to a Capital Adequacy Trigger Event. 

SECTION 8.07 Counterparts. This Second Supplemental Indenture may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. 

SECTION 8.08 Governing Law. This Second Supplemental Indenture and the Securities shall be governed by, and
construed in accordance with, the laws of the State of New York, except that Section 2.20(a) and Article V (but, for the avoidance of doubt, no other Article or Section of the Indenture, including with respect to the rights, duties,
immunities and indemnities of the Trustee) are governed by, and construed in accordance with, the laws of England and Wales. 

  
 46 








 IN WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed, all as of the day and year first above written. 
  

			
	HSBC HOLDINGS PLC,
	 AS ISSUER

		
	By:	 	 
	Name:	 	
	Title:	 	
	
	THE BANK OF NEW YORK MELLON, LONDON BRANCH,
	 AS TRUSTEE

		
	By:	 	 
	Name:	 	
	Title:	 	
	
	HSBC BANK USA, NATIONAL ASSOCIATION,
	 AS PAYING AGENT, REGISTRAR AND CALCULATION AGENT

		
	By:	 	 
	Name:	 	
	Title:	 	


 [Signature Page to HSBC Holdings plc Contingent Convertible Perpetual Securities Second
Supplemental Indenture] 







 Exhibit A 

Form of Global Security 
  

					
	No. [—]	 		 	        $[—]

 CUSIP NO. 404280 AS8 

ISIN NO. US404280AS86 
 THIS
SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. THIS 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 DEPOSITORY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. 

BY ITS ACQUISITION OF THE SECURITIES, EACH HOLDER AND BENEFICIAL OWNER (I) ACKNOWLEDGES, AGREES TO BE BOUND BY AND CONSENTS TO THE
EXERCISE OF ANY UK BAIL-IN POWER BY THE RELEVANT UK RESOLUTION AUTHORITY AS IT MAY BE IMPOSED WITHOUT ANY PRIOR NOTICE BY THE RELEVANT UK RESOLUTION AUTHORITY OF ITS DECISION TO EXERCISE SUCH POWER WITH RESPECT TO THE SECURITIES, AND WHICH MAY
RESULT IN (X) THE REDUCTION OR CANCELLATION OF ALL, OR A PORTION, OF THE PRINCIPAL AMOUNT OF, OR INTEREST ON, THE SECURITIES AND/OR (Y) THE CONVERSION OF ALL, OR A PORTION, OF THE PRINCIPAL AMOUNT OF, OR INTEREST ON, THE SECURITIES INTO
SHARES OR OTHER SECURITIES OR OTHER OBLIGATIONS OF THE COMPANY OR ANOTHER PERSON, INCLUDING BY MEANS OF AN AMENDMENT OR MODIFICATION TO THE TERMS OF THE INDENTURE OR OF THE SECURITIES TO GIVE EFFECT TO THE EXERCISE BY THE RELEVANT UK RESOLUTION
AUTHORITY OF SUCH UK BAIL-IN POWER; (II) ACKNOWLEDGES AND AGREES THAT THE RIGHTS OF SUCH HOLDER OR BENEFICIAL OWNER ARE SUBJECT TO, AND WILL BE VARIED, IF NECESSARY, SO AS TO GIVE EFFECT TO, THE EXERCISE OF ANY UK BAIL-IN POWER BY THE RELEVANT
UK RESOLUTION AUTHORITY; AND (III) ACKNOWLEDGES AND AGREES THAT NO REPAYMENT OF THE PRINCIPAL AMOUNT OF THE SECURITIES OR PAYMENT OF INTEREST ON THE SECURITIES SHALL BECOME DUE AND PAYABLE AFTER THE EXERCISE OF ANY UK BAIL-IN POWER BY THE
RELEVANT UK RESOLUTION AUTHORITY UNLESS, AT THE TIME THAT SUCH REPAYMENT OR PAYMENT, RESPECTIVELY, IS SCHEDULED TO BECOME DUE, SUCH REPAYMENT OR PAYMENT WOULD BE PERMITTED TO BE MADE BY THE COMPANY UNDER THE LAWS AND REGULATIONS OF THE UNITED
KINGDOM AND THE EUROPEAN UNION APPLICABLE TO THE HSBC GROUP. 

  
 A-1 








 GLOBAL SECURITY 

HSBC Holdings plc 
 $[—] 
 6.375% Perpetual Subordinated Contingent Convertible Securities 

(Callable September 2024 and Every Five Years Thereafter) 

This Security is one of a duly authorized issue of securities of the Company (as defined below) (herein called the
“Securities” and each, a “Security”) issued and to be issued under and governed by the Indenture, dated as of August 1, 2014 (the “Base Indenture”), as supplemented by the Second Supplemental
Indenture, dated as of September 17, 2014 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”). 

HSBC Holdings plc, a company duly incorporated and existing under the laws of England and Wales (herein called the
“Company,” which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of $[—] ([—]), if and to the extent due, and to pay interest thereon, if any, in accordance with the terms hereof and the Indenture. 

The Securities shall have no fixed maturity and shall not be redeemable except as provided in this Security and Sections 2.08,
2.09 and 2.10 of the Second Supplemental Indenture. 
 From (and including) the Issue Date to (but excluding)
September 17, 2024, the interest rate on the Securities shall be 6.375% per annum. From and including each Reset Date to (but excluding) the next following Reset Date, the applicable per annum interest rate shall be equal to the sum of the
applicable Mid-Market Swap Rate on the Reset Determination Date and 3.705%. Subject to the provisions on the reverse of this Security relating to cancellation and deemed cancellation of interest and to Sections 2.03 and 2.04 of the Second
Supplemental Indenture, interest, if any, shall be payable in two equal semi-annual installments in arrears on March 17 and September 17 of each year (each, an “Interest Payment Date”); provided that if such
Interest Payment Date is not a Business Day, the Interest Payment Date shall be postponed to the next Business Day, and no further interest or other payment shall be owed or made in respect of such delay. Subject to the provisions on the reverse of
this Security relating to cancellation and deemed cancellation of interest and to Sections 2.03 and 2.04 of the Second Supplemental Indenture, interest on the Securities, if any, shall be computed and payable in arrears and on the basis of a
year of 360 days consisting of twelve (12) months of thirty (30) days each and, in the case of an incomplete month, the actual number of days elapsed. The first date on which interest may be paid shall be March 17, 2015, for the
period commencing on (and including) the Issue Date and ending on (but excluding) March 17, 2015. If a date of redemption is not a Business Day, the Company may pay interest (if any) together with the principal on the next succeeding Business
Day; provided that interest shall not accrue during the period from and after the date of redemption. 

  
 A-2 








 The “Mid-Market Swap Rate” is the rate for dollar swaps with a
five-year term commencing on the relevant Reset Date which appears on Bloomberg page “ISDA 01” (or such other page as may replace such page on Bloomberg, or such other page as may be nominated by the person providing or sponsoring the
information appearing on such page for purposes of displaying comparable rates) (the “Relevant Screen Page”) as at approximately 11.00 a.m. (New York time) on the relevant Reset Determination Date, all as determined by the
Calculation Agent; provided, however, that if no such rate appears on the Relevant Screen Page for such five-year term, then the Mid-Market Swap Rate shall be determined through the use of straight-line interpolation by reference to
two rates, one of which shall be determined in accordance with the above provisions, but as if the relevant Reset Period were the period of time for which rates are available next shorter than the length of the actual Reset Period and the other of
which shall be determined in accordance with the above provisions, but as if the relevant Reset Period were the period of time for which rates are available next longer than the length of the actual Reset Period; provided further that
if on any Reset Determination Date the Relevant Screen Page is not available or the Mid-Market Swap Rate does not appear on the Relevant Screen Page, the Calculation Agent shall request the principal office in New York of the Reference Banks to
provide it with its Mid-Market Swap Rate Quotation as at approximately 11.00 a.m. (New York time) on the relevant Reset Determination Date. If two or more of the Reference Banks provide the Calculation Agent with Mid-Market Swap Rate Quotations, the
interest rate for the relevant Reset Period shall be the sum of 3.705% and the arithmetic mean (rounded, if necessary, to the nearest 0.001% (0.0005% being rounded upwards)) of the relevant Mid-Market Swap Rate Quotations, as determined by the
Calculation Agent. If only one or none of the Reference Banks provides the Calculation Agent with a Mid-Market Swap Rate Quotation, the interest shall be determined to be the rate of interest as at the last preceding Reset Date or, in the case of
the initial Reset Determination Date, 6.375%. 
 “Reset Date” means September 17, 2024 and each fifth
anniversary date thereafter. If any Reset Date is not a Business Day, the Reset Date shall occur on the next succeeding Business Day. For the avoidance of doubt, if the Reset Date is not a Business Day and accordingly the Reset Date occurs on the
next Business Day (the “Adjusted Reset Date”), then the equal semi-annual payment of interest (if paid) on the next Interest Payment Date shall reflect interest for the entire interest period (including any portion of such interest
period occurring between the originally scheduled Reset Date and the Adjusted Reset Date) at the interest rate determined based on the Adjusted Reset Date, and not at the interest rate that applied to the immediately preceding semi-annual interest
period. In addition and for the avoidance of doubt, in connection with any optional redemption of this Security pursuant to the terms of this Security and Section 2.08 of the Second Supplemental Indenture, if the Reset Date is not a Business
Day, as described above, the Company may pay the interest (if any) together with the principal on the Adjusted Reset Date, but interest on that payment shall not accrue during the period from and after the last Interest Payment Date. 

In addition to any other restrictions on payments of principal and interest contained in this Security and the Second
Supplemental Indenture, no repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority unless, at the
time such repayment or payment is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United Kingdom and the European Union applicable to the HSBC Group. 

  
 A-3 








 Interest on the Securities shall be due and payable only at the sole discretion
of the Company, and the Company shall have sole and absolute discretion at all times and for any reason to cancel (in whole or in part) any interest payment that would otherwise be payable on any Interest Payment Date. If the Company does not make
an interest payment in respect of the Securities on the relevant Interest Payment Date (or if the Company elects to make a payment of a portion, but not all, of such interest payment), such non-payment shall evidence the Company’s exercise of
its discretion to cancel such interest payment (or the portion of such interest payment not paid), and accordingly such interest payment (or the portion thereof not paid) shall not be due and payable. For the avoidance of doubt, if the Company
provides notice to cancel a portion, but not all, of an interest payment in respect of the Securities, and the Company subsequently does not make a payment of the remaining portion of such interest payment on the relevant Interest Payment Date, such
non-payment shall evidence the Company’s exercise of its discretion to cancel such remaining portion of such interest payment, and accordingly such remaining portion of the interest payment shall also not be due and payable. 

Interest shall only be due and payable on an Interest Payment Date to the extent it is not cancelled or deemed to have been
cancelled (in each case, in whole or in part) in accordance with the provisions of this Security and as set forth in Sections 2.03(a) and 2.04 of the Second Supplemental Indenture, and any interest cancelled or deemed to have been
cancelled (in each case, in whole or in part) pursuant to such Sections shall not be due and shall not accumulate or be payable at any time thereafter, and Holders and Beneficial Owners shall have no rights thereto or to receive any additional
interest or compensation as a result of such cancellation or deemed cancellation. 
 Without limitation on the foregoing
paragraph and the provisions of Section 2.03 of the Second Supplemental Indenture and subject to the extent permitted by the immediately following sentence in respect of partial interest payments in respect of this Security, the Company shall
not make an interest payment in respect of this Security on any Interest Payment Date (and such interest payment shall therefore be deemed to have been cancelled and thus shall not be due and payable on such Interest Payment Date) if (i) the
Company has an amount of Distributable Items on such Interest Payment Date that is less than the sum of (x) all distributions or interest payments made or declared by the Company since the end of the last financial year and prior to such
Interest Payment Date on or in respect of any Parity Securities, the Securities and any Junior Securities and (y) all distributions or interest payments payable by the Company (and not cancelled or deemed to have been cancelled) on such
Interest Payment Date on or in respect of any Parity Securities, the Securities and any Junior Securities in the case of each of (x) and (y), excluding any payments already accounted for in determining the Distributable Items; or (ii) the
Solvency Condition is not satisfied in respect of such interest payment. The Company may, in its sole discretion, elect to make a partial interest payment in respect of this Security on any Interest Payment Date, only to the extent that such partial
interest payment may be made without breaching the restriction in the immediately preceding sentence. 
 By its acquisition
of the Securities, each Holder and each Beneficial Owner shall be deemed to have contracted and agreed that (a) interest is payable solely at the discretion of the Company, and no amount of interest shall become due and payable in respect of
the relevant 

  
 A-4 








 
interest period to the extent that it has been (x) cancelled (in whole or in part) by the Company at the Company’s sole discretion and/or (y) deemed to have been cancelled (in
whole or in part), including as a result of insufficient Distributable Items or failing to satisfy the Solvency Condition pursuant to the terms of this Security and under Section 2.04 of the Second Supplemental Indenture; and (b) a
cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with the terms of the Indenture and this Security shall not constitute a default in payment or otherwise under the terms of this Security or the
Indenture. 
 Payments of principal of and interest, if any, on this Security shall be made in dollars and such payments on
this Security shall be made through one or more Paying Agents appointed under the Indenture to DTC or its nominee, as the Holder of this Security. Initially, the Paying Agent shall be HSBC Bank USA, National Association. The Company may change the
Paying Agent without prior notice to the Holders, and in such an event the Company may act as Paying Agent. Payments of principal of and interest on this Security shall be made by wire transfer of immediately available funds; provided,
however, that in the case of payments of principal, this Security is first surrendered to the Paying Agent. 
 This
Security and the Second Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York, except that Section 2.20(a) of the Second Supplemental Indenture and the corresponding provision in this
Security and Article V of the Second Supplemental Indenture and the corresponding provision in this Security (but, for the avoidance of doubt, no other Article or Section of the Indenture or provision in this Security, including with respect to
the rights, duties, immunities and indemnities of the Trustee) are governed by, and construed in accordance with, the laws of England and Wales. 

Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions
shall for all purposes have the same effect as if set forth at this place. 
 All terms used in this Security which are
defined in the Indenture shall have the meanings assigned to them in the Indenture, as defined herein. 
 THIS SECURITY IS
NOT A DEPOSIT AND IS NOT INSURED BY THE UNITED STATES FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY OF THE UNITED STATES OR THE UNITED KINGDOM. 

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof, directly
or through an Authenticating Agent, by manual signature of an authorized signatory, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

  
 A-5 








 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed
under its corporate seal. 
  

			
	 HSBC Holdings plc,
 as
Issuer

		
	By 	 	 
		 	Thierry Roland


 Dated: September 17, 2014 

TRUSTEE’S CERTIFICATE OF AUTHENTICATION 

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

  

			
	 The Bank of New York Mellon,
 as
Trustee

		
	By 	 	 
		 	Authorized Signatory


 Dated: September 17, 2014 

  
 A-6 








 (Reverse of Security) 

This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”
and each, a “Security”) issued and to be issued under and governed by the Indenture, dated as of August 1, 2014 (herein called the “Base Indenture”), among the Company, The Bank of New York Mellon, London
Branch, as trustee (herein called the “Trustee,” which term includes any successor trustee under the Base Indenture) and HSBC Bank USA, National Association (“HBUS”), as Paying Agent and Registrar, as supplemented
and amended by the Second Supplemental Indenture, dated as of September 17, 2014 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee and
HBUS, as Paying Agent, Registrar and Calculation Agent, and reference is hereby made to the Indenture, the terms of which are incorporated herein by reference, for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee, the Holders and of the terms upon which the Securities are, and are to be, authenticated and delivered. Insofar as the provisions of the Indenture may conflict with the provisions set forth in this Security,
the former shall control for purposes of this Security. 
 This Security is one of the series designated on the face hereof,
limited to a principal amount of $[•], which amount may be increased at the option of the Company if in the future it determines that it may wish to sell additional Securities of this series. References herein to “this series” mean
the series designated on the face hereof. 
 Any amounts to be paid by the Company on this Security shall be paid without
deduction or withholding for, or on account of, any taxes, duties, assessments or governmental charges of whatever nature, present or future (“Taxes”), as are imposed or levied by or on behalf of the United Kingdom or any political
subdivision or authority thereof or therein that has the power to tax (each, a “Taxing Jurisdiction”), unless the Company is required by a Taxing Jurisdiction to withhold or deduct any such Taxes. If any such Taxes shall at any time
be required by a Taxing Jurisdiction to be deducted or withheld, the Company shall pay such additional amounts of, or in respect of, the principal of, premium, if any, and interest on, this Security (“Additional Amounts”) as may be
necessary in order that the net amounts paid to the Holders, after such deduction or withholding, shall equal the respective amounts of principal, premium, if any, and interest, if any, that would have been received in respect of such Securities in
the absence of such deduction or withholding; provided that no such Additional Amounts shall be payable with respect to this Security: (i) to, or to a third party on behalf of, a Holder or Beneficial Owner who is liable to such Taxes in
respect of this Security by reason of the Holder or Beneficial Owner having some connection with the United Kingdom other than the mere holding of this Security, (ii) unless the Holder or Beneficial Owner is unable to avoid such withholding or
deduction by satisfying any statutory requirement or by making a declaration of non-residence or other similar claim for exemption to a paying agent or the relevant tax authorities (as applicable) or by
notifying (and/or presenting evidence of such notification to) any tax authorities of such payment of principal or interest or by presenting this Security at the specified office of another paying agent (whether within or outside the European
Union), (iii) where this Security must be presented for payment, this Security is presented more than thirty (30) days after the date on which such payment first becomes due, except to the extent that the Holder would have been entitled to
such Additional Amounts on presenting the same for 

  
 A-7 








 
payment on the last day of such thirty-day period, (iv) to, or to a third party on behalf of, a Holder or Beneficial Owner who is not the sole Beneficial Owner, or a portion of either, 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 or (v) where such withholding or deduction is required to be made pursuant to European Council Directive 2003/48/EC (as
amended from time to time) or any other EU directive implementing the conclusions of the ECOFIN Council meeting of November 26-27, 2000 on the taxation of savings income or any law implementing or complying with, or introduced in order to
conform to, such directives. Whenever in this Security or the Indenture there is mentioned, in any context, the payment of the principal of (and premium, if any) or any interest, if any, on or in respect of any Security, such mention shall be deemed
to include mention of the payment of Additional Amounts provided for in this paragraph and in Section 10.4 of the Base Indenture, as amended by Section 6.01 of the Second Supplemental Indenture, to the extent that, in such context,
Additional Amounts are, were or would be payable in respect thereof pursuant to the provisions of this paragraph and in Section 10.4 of the Base Indenture, as amended by Section 6.01 of the Second Supplemental Indenture, and as if express
mention of the payment of Additional Amounts (if applicable) were made in any provisions hereof or thereof where such express mention is not made. 

Any amounts to be paid by the Company on this Security shall be paid net of any deduction or withholding imposed or required
pursuant to Sections 1471 through 1474 of the Code, any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or
practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (or any law implementing such an intergovernmental agreement) (a “FATCA Withholding Tax”),
and the Company shall not be required to pay Additional Amounts on account of any FATCA Withholding Tax. 
 Any Paying Agent
shall be entitled to make a deduction or withholding from any payment which it makes under this Security and the Indenture for or on account of (i) any present or future taxes, duties or charges if and to the extent so required by any
applicable law and (ii) any FATCA Withholding Tax (together, “Applicable Law”). In either case, the Paying Agent shall make any payment after a deduction or withholding has been made pursuant to Applicable Law and shall report
to the relevant authorities the amount so deducted or withheld. However, such deduction or withholding shall not apply to payments made under this Security and the Indenture through the relevant clearing systems. In all cases, the Paying Agent shall
have no obligation to gross up any payment made subject to any deduction or withholding pursuant to Applicable Law. In addition, amounts deducted or withheld by the Paying Agent under this paragraph and Section 10.04(d) of the Base Indenture
shall be treated as paid to the Holder, and the Company shall not pay Additional Amounts in respect of such deduction or withholding, except to the extent the provisions in this paragraph and Section 10.04 of the Base Indenture explicitly
provide otherwise. 
 Subject to the limitations specified below and in Sections 2.11 and 2.12 of the Second
Supplemental Indenture, the Company may, at the Company’s option in its sole discretion, redeem the Securities, in whole but not in part, on any Reset Date at a redemption price equal to 100% of the principal amount of the Securities then
Outstanding, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed to have been cancelled as described on the face of this Security and in Sections 2.03 and 2.04 of the Second Supplemental Indenture) to
(but excluding) the date fixed for redemption. 

  
 A-8 








 Subject to the limitations specified below and Section 2.12 of the Second
Supplemental Indenture, the Company may, at the Company’s option in its sole discretion, redeem this Security, in whole but not in part, at a redemption price equal to 100% of the principal amount of this Security then Outstanding, together
with any accrued but unpaid interest (which excludes any interest cancelled or deemed to have been cancelled as described on the face of this Security and in Sections 2.03 and 2.04 of the Second Supplemental Indenture) to (but excluding) the
date fixed for redemption, if, at any time, the Company determines that as a result of a change in, or amendment to, the laws of a Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an
official application or interpretation of those laws or regulations on or after the Issue Date, including a decision of any court or tribunal that becomes effective on or after the Issue Date: (i) on a subsequent date for the payment of
interest on the Security the Company would be required to pay any Additional Amounts; (ii) if the Company were to seek to redeem the Security on a subsequent date (for which purpose no consideration shall be given as to whether or not the
Company would otherwise be entitled to redeem the Security), the Company would be required to pay any Additional Amounts (notwithstanding the Company having made such endeavors as the Company considers reasonable); (iii) on a subsequent date
for the payment of interest on the Security, interest payments (or the Company’s funding costs as recognized in the Company’s accounts) under, or with respect to, the Security are no longer fully deductible for UK corporation tax purposes;
(iv) the Security would no longer be treated as loan relationships for UK tax purposes; (v) would, as a result of the Security being in issue, result in the Company not being able to have losses or deductions set against the profits or
gains, or profits or gains offset by the losses or deductions, of companies with which it is or would otherwise be so grouped for applicable UK tax purposes (whether under the group relief system current as at the Issue Date or any similar system or
systems having like effect as may from time to time exist); (vi) a future write-down of the principal amount of the Security or conversion of the Security into the Ordinary Shares would result in a UK tax liability, or the receipt of income or
profit which would be subject to UK tax, which would not otherwise have been the case as at the Issue Date; or (vii) the Security or any part thereof become treated as a derivative or an embedded derivative for UK tax purposes (each such change
(or deemed change) in tax law or regulation or the official application or interpretation thereof, a “Tax Event”). 

Subject only to the Company’s obligation to use such endeavors as provided in clause (ii) of the immediately
preceding paragraph and Section 2.09(a)(ii) of the Second Supplemental Indenture, it shall be sufficient for the Company to deliver to the Trustee an Officer’s Certificate stating that a Tax Event has occurred and is continuing and setting
out the details thereof, as well as any opinion or certificate of an independent legal adviser on which such Officer’s Certificate is based. For these purposes, the Trustee and the Paying Agent shall accept such Officer’s Certificate
without further enquiry as sufficient evidence of the existence of such circumstances and such Officer’s Certificate shall be conclusive and binding on the Holders and Beneficial Owners. 

  
 A-9 








 Subject to the limitations specified below and Section 2.12 of the Second
Supplemental Indenture, the Company may, at the Company’s option in its sole discretion, redeem this Security, in whole but not in part, at a redemption price equal to 100% of the principal amount of this Security then Outstanding, together
with any accrued but unpaid interest (which excludes any interest cancelled or deemed to have been cancelled as described on the face of this Security and in Sections 2.03 and 2.04 of the Second Supplemental Indenture) to (but excluding) the
date fixed for redemption, if the Company determines, at any time after the Issue Date, there is a change in the regulatory classification of the Securities that results or shall result in either (i) their exclusion in whole from the HSBC
Group’s regulatory capital; or (ii) reclassification in whole as a form of the HSBC Group’s regulatory capital that is lower than additional Tier 1 capital (a “Regulatory Event”). 

Any interest payments that have been cancelled or deemed cancelled pursuant to the terms of this Security and the Indenture
shall not be payable if the Securities are redeemed pursuant to any of the four immediately preceding paragraphs. 
 Before
the Company may redeem this Security pursuant to any of the preceding paragraphs relating to the Company’s rights of redemption or Sections 2.08, 2.09 and 2.10 of the Second Supplemental Indenture, the Company shall deliver via DTC prior
notice of not less than thirty (30) days, nor more than sixty (60) days to the Holders. Such notice shall specify the Company’s election to redeem this Security and the date fixed for such redemption and shall be irrevocable except in
the limited circumstances described in the remainder of this paragraph and clauses (b), (c) and (d) of Section 2.11 of the Second Supplemental Indenture. If the Company has delivered a notice of redemption pursuant to this
paragraph or Section 2.11 of the Second Supplemental Indenture, but as of the date specified for redemption in such notice, the Solvency Condition is not satisfied in respect of the relevant redemption payment, such redemption notice shall be
automatically rescinded and shall be of no force and effect, and no payment in respect of the redemption amount shall be due and payable. If the Company has delivered a notice of redemption pursuant to this paragraph or Section 2.11 of the
Second Supplemental Indenture, but prior to the payment of the redemption amount with respect to such redemption a Capital Adequacy Trigger Event occurs, such redemption notice shall be automatically rescinded and shall be of no force and effect, no
payment in respect of the redemption amount shall be due and payable (and, for the avoidance of doubt, an Automatic Conversion shall occur after such Capital Adequacy Trigger Event pursuant to the terms of this Security and Section 2.15(a) of
the Second Supplemental Indenture). If the Company has delivered a notice of redemption pursuant to this paragraph or Section 2.11 of the Second Supplemental Indenture, but prior to the payment of the redemption amount with respect to such
redemption the Relevant UK Resolution Authority exercises its UK Bail-in Power with respect to the Company, such redemption notice shall be automatically rescinded and shall be of no force and effect, and no payment in respect of the redemption
amount shall be due and payable. If any of the events specified in each of the preceding three sentences occurs, the Company shall promptly deliver notice to the Holders via DTC and to the Trustee and the Paying Agent directly, specifying the
occurrence of the relevant event. 

  
 A-10 








 Notwithstanding any other provision of this Security or the Second Supplemental
Indenture, (i) the Company may redeem the Securities pursuant to any of the preceding paragraphs relating to the Company’s rights of redemption or Sections 2.08, 2.09 and 2.10 of the Second Supplemental Indenture only if the Company
has obtained the Relevant Supervisory Consent, (ii) prior to the fifth anniversary of the Issue Date, if the Relevant Rules so oblige, the Company may only redeem the Securities in the case of a Special Event only if the Company has
demonstrated to the satisfaction of the Relevant Regulator that the Special Event was not reasonably foreseeable at the Issue Date and (iii) the Company has provided notice in accordance with the immediately preceding paragraph or
Section 2.11 of the Second Supplemental Indenture. 
 Notwithstanding any other provision of the Indenture, including
Section 6.05 of the Base Indenture, the HSBC Group may purchase or otherwise acquire any of the Securities then Outstanding at any price in the open market or otherwise in accordance with the Relevant Rules and, if required, subject to the
prior consent of the Relevant Regulator. 
 If a Capital Adequacy Trigger Event has occurred, then the Automatic Conversion
shall occur without delay, but no later than one (1) month following either (i) the Ordinary Reporting Date, if a Capital Adequacy Trigger Event has occurred as of a Quarterly Financial Period End Date, or (ii) the Extraordinary
Calculation Date, if a Capital Adequacy Trigger Event has occurred as of such date (such date, the “Conversion Date”). Effective upon, and following, a Capital Adequacy Trigger Event, other than any amounts payable in the case of
the Company’s winding-up or the appointment of an administrator for its administration pursuant to Section 5.01, Holders and Beneficial Owners shall not have any rights against the Company with respect to repayment of the principal amount
of this Security or payments of interest or any other amount on, or in respect of, this Security, in each case that is not due and payable, which liabilities shall be automatically released. Accordingly, the principal amount of this Security shall
equal zero at all times thereafter and any interest shall be cancelled or deemed to have been cancelled pursuant to the terms of this Security and Section 2.03 of the Second Supplemental Indenture at all times thereafter, including any interest
in respect of an interest period ending on any Interest Payment Date falling between the date of a Capital Adequacy Trigger Event and the Conversion Date, and shall not be due and payable. Although the principal amount of each Security shall equal
zero after a Capital Adequacy Trigger Event, for the avoidance of doubt, the Tradable Amount shall remain unchanged as a result of the Automatic Conversion. 

The number of Conversion Shares to be issued to the Conversion Shares Depository (or the relevant recipient pursuant to
Section 2.15 of the Second Supplemental Indenture) on the Conversion Date shall equal the quotient obtained by dividing the (i) aggregate principal amount of this Security then Outstanding immediately prior to the Automatic Conversion on
the Conversion Date (the “Outstanding Amount”) by (ii) the Conversion Price, rounded down, if necessary, to the nearest whole number of Conversion Shares. The number of Conversion Shares to be held by the Conversion Shares
Depository for the benefit of a Holder shall equal the product obtained by multiplying (i) the number of Conversion Shares thus calculated by (ii) the quotient obtained by dividing (x) the Tradable Amount held by such Holder on the
Conversion Date by (y) the Outstanding Amount, such product to be rounded down, if necessary, to the nearest whole number of Conversion Shares. Fractions of Conversion Shares shall not be issued following an Automatic Conversion and no cash
payment shall be made in lieu thereof. 

  
 A-11 








 Effective upon, and following, an Automatic Conversion, all of the Company’s
obligations under this Security shall be irrevocably and automatically released in consideration of the Company’s issuance of the Conversion Shares to the Conversion Shares Depository (or the relevant recipient pursuant to Section 2.15 of
the Second Supplemental Indenture), and under no circumstances shall such released obligations be reinstated. 
 This
Security shall remain in existence until the applicable Cancellation Date for the sole purpose of evidencing the Holders’ and Beneficial Owners’ right to receive Conversion Shares or Conversion Shares Offer Consideration, as applicable,
from the Conversion Shares Depository (or such other relevant recipient, as applicable) in accordance with the terms of this Security. 

The procedures with respect to an Automatic Conversion are set forth in this Security and the Second Supplemental Indenture,
including Section 2.15 thereof. Such procedures are subject to change to reflect changes in DTC practices, and the Company may make changes to the procedures set forth in this Security and Section 2.15 of the Second Supplemental Indenture
to the extent reasonably necessary, in the opinion of the Company, to reflect such changes in DTC practices. 
 The Holders
and Beneficial Owners shall not at any time have the option to convert to this Security into Conversion Shares. 

Notwithstanding anything to the contrary contained in the Indenture or this Security, once the Company has delivered an
Automatic Conversion Notice following the occurrence of a Capital Adequacy Trigger Event (or following an Automatic Conversion (if sooner)), (i) subject to the right of Holders and Beneficial Owners pursuant to Section 4.03 of the Second
Supplemental Indenture in the event of a failure by the Company to issue and deliver any Conversion Shares to the Conversion Shares Depository on the Conversion Date, the Holders and Beneficial Owners shall have no rights whatsoever under the
Indenture or this Security to instruct the Trustee or the Paying Agent to take any action whatsoever and (ii) as of the date of the Automatic Conversion Notice, except for any indemnity and/or security provided by any Holder or by any
Beneficial Owner in such direction or related to such direction, any direction previously given to the Trustee by any Holders or by any Beneficial Owners shall cease automatically and shall be null and void and of no further effect; except in each
case of (i) and (ii) of this sentence, with respect to any rights of Holders or Beneficial Owners with respect to any payments under this Security that were unconditionally due and payable prior to the date of the Automatic Conversion
Notice or unless the Trustee or the Paying Agent is instructed in writing by the Company to act otherwise. 
 Neither the
Trustee nor the Paying Agent shall be liable with respect to (i) the calculation or accuracy of the End-point CET1 Ratio in connection with the occurrence of a Capital Adequacy Trigger Event and the timing of such Capital Adequacy Trigger
Event, (ii) the failure of the Company to post or deliver the underlying End-point CET1 Ratio calculations of a Capital Adequacy Trigger Event to DTC, the Holders or the Beneficial Owners or (iii) any aspect of the Company’s decision
to deliver a Conversion Notice or the related Automatic Conversion. 

  
 A-12 








 Notwithstanding any other provision herein, by its acquisition of this Security,
each Holder and each Beneficial Owner (i) consents to all of the terms and conditions of this Security, including (x) the occurrence of a Capital Adequacy Trigger Event and any related Automatic Conversion following a Capital Adequacy
Trigger Event and (y) the appointment of the Conversion Shares Depository (or to the relevant recipient pursuant to Section 2.15 of the Second Supplemental Indenture), the issuance of the Conversion Shares to the Conversion Shares
Depository (or the relevant recipient pursuant to Section 2.15 of the Second Supplemental Indenture) and the potential sale of the Conversion Shares pursuant to a Conversion Shares Offer, (ii) agrees that effective upon, and following, a
Capital Adequacy Trigger Event, other than any amounts payable in the case of the Company’s winding-up or the appointment of an administrator for its administration pursuant to Section 5.01, no Holder or Beneficial Owner shall have any
rights against the Company with respect to repayment of the principal amount of this Security or payment of interest or any other amount on or in respect of this Security, in each case that is not due and payable, which liabilities of the Company
shall be automatically released, (iii) waives, to the extent permitted by the Trust Indenture Act, any claim against the Trustee arising out of its acceptance of its trusteeship for the Securities, including, without limitation, claims related
to or arising out of or in connection with a Capital Adequacy Trigger Event and/or any Automatic Conversion, (iv) acknowledges that events in, and related to, clause (i) may occur without any further action on the part of such Holders or
Beneficial Owners, the Trustee or the Paying Agent and (v) authorizes, directs and requests DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any and all necessary action, if required, to
implement the Automatic Conversion without any further action or direction on the part of such Holder or Beneficial Owner, the Trustee or the Paying Agent. 

Following the occurrence of an Automatic Conversion, the Company, in its sole and absolute discretion, may elect in the
Conversion Shares Office Notice that the Conversion Shares Depository make an offer of all or some of the Conversion Shares to all or some of the Shareholders at a cash price per Conversion Share equal to the Conversion Shares Offer Price (the
“Conversion Shares Offer”), subject to, and in accordance with, the terms of the Indenture. 
 The
Conversion Price and the Conversion Shares Offer Price shall be subject to adjustment as provided in Article III of the Second Supplemental Indenture. 

If the Company elects, in its sole and absolute discretion, that a Conversion Shares Offer be conducted, each Holder or
Beneficial Owner, by its acquisition of this Security, shall be deemed to have: (i) consented to (x) any Conversion Shares Offer and to the Conversion Shares Depository’s using the Conversion Shares to settle any Conversion Shares
Offer in accordance with the terms of this Security, notwithstanding that such Conversion Shares are held by the Conversion Shares Depository on behalf of Holders and Beneficial Owners and (y) the transfer of the beneficial interest it holds in
the Conversion Shares to the Conversion Shares Depository in connection with the Conversion Shares Offer in accordance with the terms of this Security, and (ii) irrevocably agreed that (x) the Company, the Conversion Shares Depository (or
the relevant recipient pursuant to Section 2.15 of the Second Supplemental Indenture) and the Conversion Shares Offer Agent, if any, may take any and all actions necessary to conduct the Conversion Shares Offer in accordance with the terms of
the Securities, and (y) none of the 

  
 A-13 








 
Company, the Trustee, the Paying Agent, the Conversion Shares Depository or the Conversion Shares Offer Agent, if any, shall, to the extent permitted by applicable law, incur any liability to the
Holders or Beneficial Owners in respect of the Conversion Shares Offer (except for the obligations of the Conversion Shares Depository in respect of the Holders’ and Beneficial Owners’ entitlement to any Conversion Shares Offer
Consideration). 
 Delivery of the Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Holders
and Beneficial Owners shall be made in accordance with the procedures set forth in Section 2.18 of the Second Supplemental Indenture, which remain subject to change to reflect changes in DTC’s practices. 

By its acquisition of the Securities, each Holder and Beneficial Owner (i) acknowledges, agrees to be bound by and
consents to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority as it may be imposed without any prior notice by the Relevant UK Resolution Authority of its decision to exercise such power with respect to the Securities, and
which may result in (x) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on, the Securities and/or (y) the conversion of all, or a portion, of the principal amount of, or interest on, the
Securities into shares or other securities or other obligations of the Company or another person, including by means of an amendment or modification to the terms of the Indenture or of the Securities to give effect to the exercise by the Relevant UK
Resolution Authority of such UK Bail-in Power; (ii) acknowledges and agrees that the rights of such Holder or Beneficial Owner are subject to, and will be varied, if necessary, so as to give effect to, the exercise of any UK Bail-in Power by
the Relevant UK Resolution Authority; and (iii) acknowledges and agrees that no repayment of the principal amount of the Securities or payment of interest on the Securities shall become due and payable after the exercise of any UK Bail-in Power
by the Relevant UK Resolution Authority unless, at the time that such repayment or payment, respectively, is scheduled to become due, such repayment or payment would be permitted to be made by the Company under the laws and regulations of the United
Kingdom and the European Union applicable to the HSBC Group. 
 By its acquisition of the Securities, each Holder and
Beneficial Owner: (i) acknowledges and agrees that neither the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities, nor the cancellation or deemed cancellation of interest on the Securities
pursuant to Sections 2.03 and 2.04 of the Second Supplemental Indenture and the terms of this Security, shall 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; (ii) 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 the UK Bail-in Power by the Relevant UK Resolution Authority with
respect to the Securities; (iii) acknowledges and agrees that, upon the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority (a) the Trustee shall not be required to take any further directions from Holders under
Section 5.12 of the Base Indenture and (b) none of the Base Indenture or the Second 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 

  
 A-14 








 
Authority; and (iv) shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds such Securities to take any
and all necessary action, if required, to implement the exercise of any UK Bail-in Power with respect to the Securities as it may be imposed, without any further action or direction on the part of such Holder or Beneficial Owner. 

Upon the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Securities, the Company
shall provide a written notice to DTC as soon as practicable regarding such exercise of the UK Bail-in Power for purposes of notifying Holders and Beneficial Owners of such occurrence. The Company shall also deliver a copy of such notice to the
Trustee for information purposes. The Company’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 with
respect to this Security and any Automatic Conversion. 
 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 this Security, 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. 

The exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to this Security shall not
constitute a Winding-Up Event or a Non-Payment Event. 
 A “Winding-Up Event” shall result if (i) a
court of competent jurisdiction in England (or such other jurisdiction in which the Company may be organized) makes an order for the winding-up of the Company which is not successfully appealed within thirty (30) days of the making of such
order, (ii) the Shareholders of the Company adopt an effective resolution for the winding-up of the Company (other than , in the case of either (i) or (ii) above, under or in connection with a scheme of reconstruction, merger or
amalgamation not involving a bankruptcy or insolvency) or (iii) following the appointment of an administrator of the Company, the administrator gives notice that it intends to declare and distribute a dividend. 

If a Winding-Up Event occurs before the occurrence of a Capital Adequacy Trigger Event, the principal amount of the Securities
shall become immediately due and payable, without the need of any further action on the part of the Trustee, the Holders or any other Person. 

If the Company fails to pay any amount that has become due and payable under the Securities, the Paying Agent shall notify the
Trustee and, if such failure continues for fourteen (14) days, the Trustee may provide a written notice of such failure to the Company. If within a period of fourteen (14) days following the provision of such notice, the failure continues
and has not been cured nor waived (a “Non-Payment Event”), the Trustee may, at its discretion in accordance with the Indenture, and without further notice to the Company, institute proceedings in England (or such other jurisdiction
in which the Company may be organized) (but not elsewhere) for the winding-up of the Company and/or prove in a winding-up of the Company and/or claim in a liquidation or administration of the Company. For the avoidance of doubt, if,


  
 A-15 








 
pursuant to the terms of this Security or Section 2.03 or 2.04 of the Second Supplemental Indenture, the Company cancels any interest payment in respect of any Interest Payment Date or if
such interest payment is deemed to have been cancelled (in each case, in whole or in part), then such interest payment shall not be due and payable in respect of such Interest Payment Date, and no Non-Payment Event under the Securities shall occur
or be deemed to have occurred as a result of such cancellation or deemed cancellation (in each case, in whole or in part). 

In addition to the remedies for a Non-Payment Event provided in Section 4.02 of the Second Supplemental Indenture, the
Trustee may without further notice institute such proceedings against the Company as it may deem fit to enforce any term, obligation or condition binding upon the Company under the Securities or the Indenture (other than any payment obligation of
the Company under or arising from the Securities or the Indenture, including payment of any principal or interest, including Additional Amounts) (such obligation, a “Performance Obligation”); provided the sole and exclusive
remedy that the Trustee (acting on behalf of the Holders) and/or the Holders may seek under the Securities and the Indenture is specific performance under the laws of the State of New York; provided further that to the extent any
judgment or other award given in such proceedings requires the payment of money by the Company, whether by way of damages or otherwise (a “Monetary Judgment”), the Trustee (acting on behalf of the Holders) and/or the Holders may not
enforce, and will not be entitled to enforce, or otherwise claim such Monetary Judgment against the Company, except by proving such Monetary Judgment in the winding-up or administration of the Company. For the avoidance of doubt, any breach by the
Company of any Performance Obligation shall not confer upon the Trustee (acting on behalf of the Holders) and/or the Holders any claim other than specific performance and the Company will not be obliged to pay any sum or sums, in cash or otherwise
(including damages), as a consequence of the institution of any such proceedings, except where a Holder proves any Monetary Judgment in the Company’s winding-up or administration. 

Other than the limited remedies specified in this Security and Article IV of the Second Supplemental Indenture, and
subject to the second paragraph following this sentence, no remedy against the Company shall be available to the Trustee (acting on behalf of the Holders) and to the Holders and Beneficial Owners, whether for the recovery of amounts owing in respect
of this Security or under the Indenture, or in respect of any breach by the Company of any of the Company’s obligations under or in respect of the terms of this Security or under the Indenture in relation thereto; provided,
however, that the Company’s obligations to the Trustee under Section 6.07 of the Base Indenture and the Trustee’s rights to have money collected applied first to pay amounts due to it under such Section pursuant to
Section 5.06 of the Base Indenture expressly survive any such Default and are not subject to the subordination provisions of Section 5.01 of the Second Supplemental Indenture and the corresponding provisions of this Security. 

In the case of a Default under this Security, the Trustee shall exercise such of the rights and powers vested in it by the
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. A “Default” shall occur (i) upon the occurrence
of a Winding-Up Event that occurs before the Conversion Date or (ii) upon the occurrence of a Non-Payment Event or (iii) upon a breach by the Company of a Performance Obligation. Neither a Capital Adequacy


  
 A-16 








 
Trigger Event, an Automatic Conversion, a cancellation or deemed cancellation of interest (in each case, in whole or in part) in accordance with the terms of the Indenture and this Security nor
the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to this Security shall be stated to be an Event of Default or a Default. 

Notwithstanding the limitations on remedies specified in this Security and under Article IV of the Second Supplemental
Indenture, (i) the Trustee shall have such powers as are required to be authorized to it under the Trust Indenture Act in respect of the rights of the Holders and Beneficial Owners under the provisions of the Indenture, and (ii) nothing
shall impair the right of a Holder or Beneficial Owner under the Trust Indenture Act, absent such Holder’s or Beneficial Owner’s consent, to sue for any payment due but unpaid with respect to this Security; provided that, in the
case of (i) and (ii) above, any payments in respect of, or arising from, this Security, including any payments or amounts resulting or arising from the enforcement of any rights under the Trust Indenture Act in respect of this Security,
shall be subject to the subordination provisions set forth in Section 5.01 of the Second Supplemental Indenture and the corresponding provisions of this Security. 

Holders of not less than a majority in aggregate principal amount of the Securities then Outstanding may on behalf of the
Holders of all of the Securities waive any past Default that results from a breach by the Company of a Performance Obligation; provided that (i) a Default in respect of a Performance Obligation, the modification or amendment of which
would require the consent of each Holder affected by it or (ii) any past Default that results from a Winding-Up Event or a Non-Payment Event, in either case, will require the waiver of each Holder affected by such Default. Upon the occurrence
of any waiver permitted by the immediately preceding sentence, such Default shall cease to exist, and any Default with respect to any series arising therefrom shall be deemed to have been cured and not to have occurred for every purpose of the Base
Indenture, but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. 

This Security shall constitute the Company’s direct, unsecured and subordinated obligations, ranking equally without any
preference among themselves. The rights and claims of the Holders and Beneficial Owners in respect of or arising from this Security shall be subordinated to the claims of Senior Creditors. If (x) an order is made, or an effective resolution is
passed, for the winding-up of the Company (except in any such case for a solvent winding-up solely for the purpose of a merger, reconstruction or amalgamation of the Company, the terms of which reorganization, reconstruction or amalgamation
(i) have previously been approved in writing by a majority of the Holders and (ii) do not provide that this Security shall thereby become redeemable or repayable in accordance with the terms of this Security); or (y) following the
appointment of an administrator for the Company’s administration, the administrator declares, or gives notice that it intends to declare and distribute, a dividend, then (i) if such events specified in (x) or (y) occur prior to
the date on which a Capital Adequacy Trigger Event occurs, there shall be payable by the Company in respect of this Security (in lieu of any other payment by the Company), such amount, if any, as would have been payable to a Holder if, on the day
prior to the commencement of such winding-up or such administration and thereafter, such Holder were the holder of the most senior class of preference shares in the Company’s capital, having an equal right to a return of assets in such
winding-up or such administration to, 

  
 A-17 








 
and so ranking pari passu with, the holders of such class of preference shares (if any) from time to time issued by the Company that has a preferential right to a return of assets in such
winding-up or such administration, and so ranking ahead of the holders of all other classes of issued shares for the time being in the Company’s capital, but ranking junior to the claims of Senior Creditors, and on the assumption that the
amount that such Holder was entitled to receive in respect of such senior preference shares, on a return of assets in such winding-up or such administration, were an amount equal to the principal amount of the relevant Security and any accrued but
unpaid interest thereon (to the extent not cancelled or deemed to have been cancelled); and (ii) if such events specified in (x) or (y) above occur on or after the date on which a Capital Adequacy Trigger Event occurs but prior to the
Conversion Date, there shall be payable by the Company in respect of this Security (in lieu of any other payment by the Company) such amount, if any, as would have been payable to a Holder on a return of assets in such winding-up or such
administration if the Conversion Date in respect of an Automatic Conversion had occurred immediately prior to the occurrence of such events specified in (x) or (y) above (and as a result, such Holder were the holder of such number of
Ordinary Shares as such Holder would have been entitled to receive on the Conversion Date, ignoring for these purposes the Company’s right to elect to make a Conversion Shares Offer). 

Other than in the event of a winding-up or administration of the Company as described in the immediately preceding paragraph,
payments in respect of or arising from this Security shall be conditional (i) upon the Company’s being solvent at the time of payment by the Company, and (ii) in that no sum in respect of or arising from this Security may fall due and
be paid except to the extent that the Company could make such payment and still be solvent immediately thereafter (such condition, the “Solvency Condition”). For purposes of determining whether the Solvency Condition is met, the
Company shall be considered to be solvent at a particular point in time if (i) it is able to pay its debts owed to Senior Creditors as they fall due and (ii) the Balance Sheet Condition has been met. A certificate by the Auditors as to
whether or not the Solvency Condition is met, on the basis of the information provided to the Auditors by the Company, will, in the absence of manifest error, be treated by the Company, the Trustee, the Holders, the Beneficial Owners and all other
interested parties as correct and sufficient evidence thereof. 
 The Indenture contains provisions permitting the Issuer
and the Trustee (i) without the consent of the Holders of any Contingent Convertible 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 Securities, and (ii) with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Contingent Convertible Securities of each series of Contingent Convertible 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 Contingent Convertible Security affected thereby. The Indenture also permits the
Holders of at least a majority in aggregate principal amount of the Outstanding Contingent Convertible Securities of each series to be affected, on behalf of the Holders of all Contingent Convertible Securities of such series, to waive compliance by
the Issuer with certain restrictive provisions of the 

  
 A-18 








 
Indenture. Any such consent or waiver by the Holder of this Security shall bind every future Holder of this Security and of any 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 Security or such other Securities. 

No Holder shall have any right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless (a) such Holder has previously given written notice to the Trustee of a continuing Default specifying such Default and stating that such notice is a “Notice of
Default” under the Indenture; (b) the Holders of not less than 25% in aggregate principal amount of the Outstanding Securities of this series shall have made written request to the Trustee to institute proceedings in respect of such
Default in its own name, as Trustee hereunder; (c) such Holder has offered to the Trustee security or indemnity satisfactory to the Trustee in its sole discretion against the costs, expenses and liabilities to be incurred in compliance with
such request; (d) the Trustee for sixty (60) days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and (e) no direction inconsistent with such written request has been given
to the Trustee during such sixty-day (60-day) period by the Holders of a majority in aggregate principal amount of the Outstanding Securities of this series; it being understood and intended that no one or more Holders of this series shall have any
right in any manner whatsoever by virtue of, or by availing of, any provision of the Indenture to affect, disturb or prejudice the rights of any other such Holders or holders, or to obtain or to seek to obtain priority or preference over any other
such Holders or holders or to enforce any right under the Indenture, except in the manner herein provided and for the equal and ratable benefit of all Holders of this series. 

Subject to the terms of the Indenture, the Depository may surrender this Global Security or any portion thereof in exchange in
whole or in part for definitive Security on such terms as are acceptable to the Company and the Depository. Thereupon, the Company shall execute, and the Trustee shall authenticate and deliver such definitive Securities to the Registrar. In turn,
the Registrar shall deliver such definitive Securities, without service charge, as provided in the Indenture. 
 All
covenants and agreements in the Base Indenture, as supplemented and amended by the Second Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not. 

Any Holder or Beneficial Owner that acquires the Securities in the secondary market and any successors, assigns, heirs,
executors, administrators, trustees in bankruptcy and legal representatives of any Holder or Beneficial Owner shall be deemed to acknowledge, agree to be bound by and consent to the same provisions specified herein and in the Indenture to the same
extent as the Holders or Beneficial Owners that acquire the 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 Securities related to
the UK bail-in power and related to a Capital Adequacy Trigger Event. 

  
 A-19 








 This Security and the Second Supplemental Indenture shall be governed by, and
construed in accordance with, the laws of the State of New York, except that Section 2.20(a) of the Second Supplemental Indenture and the corresponding provision in this Security and Article V of the Second Supplemental Indenture and the
corresponding provision in this Security (but, for the avoidance of doubt, no other Article or Section of the Indenture or provision in this Security, including with respect to the rights, duties, immunities and indemnities of the Trustee) are
governed by, and construed in accordance with, the laws of England and Wales. 

  
 A-20 








 Exhibit B 

Form of Automatic Conversion Notice1 

NOTICE TO DTC, THE TRUSTEE AND THE PAYING AGENT AND FOR 

PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS 

[HSBC Holdings plc Letterhead] 
  

			
	 To:       The Depository Trust Company

55 Water Street, 25th Floor

New York, NY 10041-0099

Attn: Mandatory Reorganization Department

Fax: +1 (212) 855-5488

Email: mandatoryreorgannouncements@dtcc.com
	  	
		
	 The Bank of New York Mellon

Merck House

Seldown

Poole, Dorset BH15 1PX

United Kingdom

Attn: International Corporate Trust Services

Email: corpsov2@bnymellon.com

Fax: 01202 689600

Tel: 01202 689978
	  	 The Bank of New York Mellon

101 Barclay Street
 Floor 7-E

New York, New York 10286
 United
States of America
 Attn: International Corporate Trust

Fax: +1 (212) 815-5366

		
	 HSBC Bank USA, National Association

452 Fifth Avenue, 8E6

New York, New York 10018

United States of America

Attention: Corporate Trust and Loan Agency

Telephone: (212) 525-1592

Facsimile: (212) 525-1300
	  	

 Re: HSBC Holdings plc $2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities
(Callable September 2024 and Every Five Years Thereafter) (CUSIP: 404280 AS8, ISIN: US404280AS86) – Notice to DTC, the Trustee, the Paying Agent, Holders and Beneficial Owners of the Occurrence of a Capital Adequacy Trigger Event 

This notice is in relation to HSBC Holdings plc’s (the “Company”) $2,250,000,000 6.375% Perpetual Subordinated
Contingent Convertible Securities (Callable September 2024 and Every Five Years Thereafter) (CUSIP: 404280 AS8, ISIN: US404280AS86) issued on September 17, 2014 (the “Securities”) pursuant to the Contingent Convertible
Securities Indenture, dated as of August 1, 2014, among the Company, The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), and HSBC Bank USA, National Association (“HBUS”), as registrar and 

 

	1 	 Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and to
changes in DTC (or successor clearing system) policies and procedures 



  
 B-1 








 
paying agent, as supplemented by the Second Supplemental Indenture, dated September 17, 2014, among the Company, the Trustee and HBUS, as registrar, paying agent and calculation agent
(together, the “Indenture”), and pursuant to the prospectus supplement dated September 10, 2014, supplementing the prospectus dated July 31, 2014. Capitalized terms used herein and not defined herein shall have the
respective meanings ascribed to such terms in the Indenture. 
 The Company hereby notifies DTC, the Holders and Beneficial Owners
that a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the End-point CET1 Ratio as of [Date of Capital Adequacy Trigger Event] was less than 7.0%.

 Upon the occurrence of a Capital Adequacy Trigger Event, the terms of the Securities provide for an Automatic Conversion of the
Securities on the Conversion Date, which [was] [is expected to be] [Conversion Date], based on the Conversion Price, which is [Conversion Price]. Upon the Automatic Conversion, all of the Company’s obligations under the Securities
shall be irrevocably and automatically released in consideration of the Company’s issuance of ordinary shares of the Company (the “Conversion Shares”) to the Conversion Shares Depository (or other relevant recipient). However,
the terms of the Securities provide that the Securities shall remain in existence until the applicable Settlement Date for the sole purpose of evidencing a right to receive Conversion Shares or the Conversion Shares Offer Consideration, as
applicable, from the Conversion Shares Depository (or the relevant recipient in accordance with the terms of the Securities). 
 In
addition, the terms of the Securities provide that the Company may, in its sole and absolute discretion, elect that a Conversion Shares Offer be conducted. Within ten (10) Business Days of the Conversion Date, the Company shall deliver to DTC,
the Holders and the Beneficial Owners a Conversion Shares Offer Notice specifying, among other things, whether or not the Company has elected that a Conversion Shares Offer be conducted and the Suspension Date. The Securities may continue to trade
until the Suspension Date. 
 Accordingly, the Company hereby instructs DTC to indicate to all participants that payments of
principal and interest are no longer payable under the Securities as of [Date of Capital Adequacy Trigger Event] and that the Securities shall have no further entitlement to interest or principal as of such date by making a note to that
effect in its systems. 
 The Company further requests DTC to post this notice on its Reorganization Inquiry for Participants System
(or such other system as DTC uses for providing notices to holders of securities). 
 Should DTC, any Holder or any Beneficial Owner have any inquiries,
please contact: 
 [HSBC Contact Person] 

[Telephone] 
 [Fax] 

[Email] 

  
 B-2 








 Exhibit C 

Form of Capital Adequacy Trigger Event Officers’ Certificate 

HSBC HOLDINGS PLC 
 Capital
Adequacy Trigger Event Officers’ Certificate 
 This Capital Adequacy Trigger Event Officers’ Certificate is being delivered
in relation to HSBC Holdings plc’s (the “Company”) $2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities (Callable September 2024 and Every Five Years Thereafter) (CUSIP: 404280 AS8, ISIN: US404280AS86)
issued on September 17, 2014 (the “Securities”) pursuant to the Contingent Convertible Securities Indenture (the “Base Indenture”), dated as of August 1, 2014, among the Company, The Bank of New York
Mellon, London Branch, as trustee (the “Trustee”), and HSBC Bank USA, National Association (“HBUS”), as registrar and paying agent, as supplemented by the Second Supplemental Indenture (the “Second
Supplemental Indenture”), dated September 17, 2014, among the Company, the Trustee and HBUS, as registrar, paying agent and calculation agent, and pursuant to the prospectus supplement dated September 10, 2014, supplementing the
prospectus dated July 31, 2014 (together, the “Prospectus”). Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. 

Pursuant to Section 1.02 of the Base Indenture and Section 2.15(b) of the Second Supplemental Indenture, the undersigned, being
Authorized Officers and authorized by the Company to give this certificate, each hereby certify as follows: 
  

	(a)	 I have read the provisions of the Base Indenture and those of the Second Supplemental Indenture, setting forth certain provisions in respect of the
occurrence of a Capital Adequacy Trigger Event, including Section 2.15(b) of the Second Supplemental Indenture, and the definitions relating thereto; 


  

	(b)	 I have reviewed such corporate records and such other documents as I have deemed necessary as a basis for the opinion hereinafter expressed;



  

	(c)	 I have also made such other examinations and investigations as I have deemed necessary to enable me to express an informed opinion as to the
matters set forth in (d) below; and 


  

	(d)	 a Capital Adequacy Trigger Event has occurred with respect to the Securities. Such Capital Adequacy Trigger Event has occurred because the
End-point CET1 Ratio as of [Date of Capital Adequacy Trigger Event], as calculated by the Company in accordance with the Indenture and the Securities on such date, was less than 7.0%. 



Concurrently with the delivery of this Capital Adequacy Trigger Event Officers’ Certificate, the Company is delivering to DTC an
Automatic Conversion Notice as a notice to DTC and for publication as a notice to Holders and Beneficial Owners in the form set forth in Exhibit B to the Second Supplemental Indenture. 

The Trustee is entitled to conclusively rely on and accept this Capital Adequacy Trigger Event Officers’ Certificate without any duty
whatsoever of further inquiry as sufficient and conclusive evidence of the occurrence of a Capital Adequacy Trigger Event, and this Capital Adequacy 

  
 C-1 








 
Trigger Event Officers’ Certificate shall be conclusive and binding on the Trustee, the Paying Agent, the Holders (as defined in the Base Indenture) and Beneficial Owners (as defined in the
Second Supplemental Indenture). 
 Dated: [—] 

 

			
	HSBC HOLDINGS PLC
		
	By:	 	 
		 	Name:
		 	Title:
		
	By:	 	 
		 	Name:
		 	Title:


  
 C-2 








 Exhibit D 

Form of Conversion Shares Offer Notice2 

NOTICE TO DTC, THE TRUSTEE AND THE PAYING AGENT AND FOR 

PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS 

[HSBC Holdings plc Letterhead] 
  

			
	 To:       The Depository Trust Company

55 Water Street, 25th Floor

New York, NY 10041-0099

Attn: Mandatory Reorganization Department

Fax: +1 (212) 855-5488

Email: mandatoryreorgannouncements@dtcc.com
	  	
		
	 The Bank of New York Mellon

Merck House

Seldown

Poole, Dorset BH15 1PX

United Kingdom

Attn: International Corporate Trust Services

Email: corpsov2@bnymellon.com

Fax: 01202 689600

Tel: 01202 689978
	  	 The Bank of New York Mellon

101 Barclay Street
 Floor 7-E

New York, New York 10286
 United
States of America
 Attn: International Corporate Trust

Fax: +1 (212) 815-5366

		
	 HSBC Bank USA, National Association

452 Fifth Avenue, 8E6

New York, New York 10018

United States of America

Attention: Corporate Trust and Loan Agency

Telephone: (212) 525-1592

Facsimile: (212) 525-1300
	  	

 Re: HSBC Holdings plc $2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities
(Callable September 2024 and Every Five Years Thereafter) (CUSIP: 404280 AS8, ISIN: US404280AS86) – Notice to DTC, the Trustee, the Paying Agent, Holders and Beneficial Owners of [Election to Conduct a Conversion Shares Offer] [Election Not to
Conduct a Conversion Shares Offer] 
 This notice is in relation to HSBC Holdings plc’s (the “Company”)
$2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities (Callable September 2024 and Every Five Years Thereafter) (CUSIP: 404280 AS8, ISIN: US404280AS86) issued on September 17, 2014 (the “Securities”)
pursuant to the Contingent Convertible Securities Indenture, dated as of August 1, 2014, among the Company, The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), and HSBC Bank USA, National Association
(“HBUS”), as registrar and 
  

	2 	 Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and to
changes in DTC (or successor clearing system) policies and procedures. 



  
 D-1 








 
paying agent, as supplemented by the Second Supplemental Indenture, dated September 17, 2014, among the Company, the Trustee and HBUS, as registrar, paying agent and calculation agent
(together, the “Indenture”), and pursuant to the prospectus supplement dated September 10, 2014, supplementing the prospectus dated July 31, 2014 (together, the “Prospectus”). Capitalized terms used herein
and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. 
 The Company hereby notifies DTC, the
Holders and the Beneficial Owners that it has elected that a Conversion Shares Offer [not] be conducted. The Conversion Shares Offer Period shall extend from the date of this notice until
[Date]3. [[Name of Conversion Shares Depository] has been appointed as Conversion Shares Depository for the Conversion Shares
Offer.]4 
 In addition, the Company hereby notifies DTC, the Holders and the
Beneficial Owners that the Suspension Date shall be [Suspension Date]5. Accordingly, the Company hereby instructs DTC to implement a “chill” on the clearance and settlement of the
Securities on the Suspension Date. As described in the Prospectus, Holders and Beneficial Owners shall not be able to settle the transfer of any Securities through DTC following the Suspension Date, and any sale or other transfer of the Securities
that a Holder or Beneficial Owner may have initiated prior to the commencement to the Suspension Date that is scheduled to settle after the Suspension Date shall be rejected by DTC and shall not be settled within DTC. 

The Company further requests DTC to post this notice on its Reorganization Inquiry for Participants System (or such other system as DTC uses
for providing notices to holders of securities). 
 Should DTC, any Holder or any Beneficial Owner have any inquiries, please contact: 

[HSBC Contact Person] 

[Telephone] 
 [Fax] 

[Email] 
  

	3 	 Note: Insert the date that the Conversion Shares Offer expires, which shall be no later than forty (40) business days after the
delivery of this Conversion Shares Offer Notice. 



	4	 Note: If the Company has been unable to appoint a Conversion Shares Depository, it shall also include in this notice such other
arrangements for the issuance and/or delivery of the Conversion Shares or the Conversion Shares Offer Consideration, as applicable, to the holders of the Securities as it has put in place. 



	5	 Note: The Suspension Date is the date on which DTC shall suspend all clearance and settlement of the Securities, which date shall be no
later than thirty-eight (38) Business Days after the delivery of the Conversion Shares Offer Notice and at least two (2) Business Days prior to the end of the Conversion Shares Offer Period, if any). 



  
 D-2 








 Exhibit E 

Form of Automatic Conversion Settlement Request Notice6 

NOTICE TO DTC, THE TRUSTEE AND THE PAYING AGENT AND FOR 

PUBLICATION AS A NOTICE TO HOLDERS AND BENEFICIAL OWNERS 

[HSBC Holdings plc Letterhead] 
  

			
	 To:       The Depository Trust Company

55 Water Street, 25th Floor

New York, NY 10041-0099

Attn: Mandatory Reorganization Department

Fax: +1 (212) 855-5488

Email: mandatoryreorgannouncements@dtcc.com
	  	
		
	 The Bank of New York Mellon

Merck House

Seldown

Poole, Dorset BH15 1PX

United Kingdom

Attn: International Corporate Trust Services

Email: corpsov2@bnymellon.com

Fax: 01202 689600

Tel: 01202 689978
	  	 The Bank of New York Mellon

101 Barclay Street
 Floor 7-E

New York, New York 10286
 United
States of America
 Attn: International Corporate Trust

Fax: +1 (212) 815-5366

		
	 HSBC Bank USA, National Association

452 Fifth Avenue, 8E6

New York, New York 10018

United States of America

Attention: Corporate Trust and Loan Agency

Telephone: (212) 525-1592

Facsimile: (212) 525-1300
	  	

 Re: HSBC Holdings plc $2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities
(Callable September 2024 and Every Five Years Thereafter) (CUSIP: 404280 AS8, ISIN: US404280AS86) – Notice to DTC, the Trustee, the Paying Agent, Holders and Beneficial Owners Requesting that Holders and Beneficial Owners Complete an Automatic
Conversion Settlement Notice 
 This notice is in relation to HSBC Holdings plc’s (the “Company”) $2,250,000,000
6.375% Perpetual Subordinated Contingent Convertible Securities (Callable September 2024 and Every Five Years Thereafter) (CUSIP: 404280 AS8, ISIN: US404280AS86) issued on September 17, 2014 (the “Securities”) pursuant to the
Contingent Convertible Securities Indenture, dated as of August 1, 2014, among the Company, The Bank of New York Mellon, London Branch, as 

 

	6 	 Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and to
changes in DTC (or successor clearing system) policies and procedures. 



  
 E-1 








 
trustee (the “Trustee”), and HSBC Bank USA, National Association (“HBUS”), as registrar and paying agent, as supplemented by the Second Supplemental Indenture, dated
September 17, 2014, among the Company, the Trustee and HBUS, as registrar, paying agent and calculation agent (together, the “Indenture”), and pursuant to the prospectus supplement dated September 10, 2014, supplementing
the prospectus dated July 31, 2014. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Indenture. 

The Company hereby requests that Holders and Beneficial Owners provide notice to [[Name of Conversion Shares Depository], as Conversion
Shares Depository]7, with a copy to the Trustee and the Paying Agent, in the form provided in Appendix A before [Notice Cut-off
Date]8 (the “Notice Cut-off Date”). 
 If a Holder or Beneficial
Owner properly completes and delivers an Automatic Conversion Settlement Notice on or before the Notice Cut-off Date, the Conversion Shares Depository shall, in accordance with the terms of the Second Supplemental Indenture, deliver to such Holder
or Beneficial Owner the relevant Conversion Shares or Conversion Shares Offer Consideration, as applicable, on the Settlement Date. 

YOU MUST DELIVER THE AUTOMATIC CONVERSION SETTLEMENT NOTICE TO THE CONVERSION SHARES DEPOSITORY AND THE TRUSTEE VIA DTC BEFORE
[NOTICE CUT-OFF DATE]. 
 If a Holder or Beneficial Owner fails to properly complete and deliver an Automatic
Conversion Settlement Notice before the Notice Cut-off Date, the Conversion Shares Depository shall continue to hold the relevant Conversion Shares (or Conversion Shares Offer Consideration, if applicable). However, the relevant Securities shall be
cancelled on the Final Cancellation Date, which shall be [Final Cancellation Date]9, and any Holder or Beneficial Owner delivering an Automatic Conversion Settlement Notice after the Notice
Cut-off Date shall have to provide evidence of its entitlement to the relevant Conversion Shares (or the relevant Conversion Shares Offer Consideration, if applicable) satisfactory to the [Conversion Shares Depository]7 in its sole and absolute discretion in order to receive delivery of such Conversion Shares (or the relevant Conversion Shares Offer Consideration, if applicable). 

The Company further requests DTC to post this notice on its Reorganization Inquiry for Participants System (or such other system as DTC uses
for providing notices to holders of securities). 
  

	7 	 Note: If the Company has been unable to appoint a Conversion Shares Depository, this should refer to the entity undertaking its
functions. 



	8 	 Note: The Notice-Cut-off Date must be at least forty (40) business days following the Suspension Date. 



	9 	 Note: The Final Cancellation Date may be up to fifteen (15) business days following the Notice Cut-Off Date.




  
 E-2 








 Should DTC, any Holder or any Beneficial Owner have any inquiries, please contact: 

[HSBC Contact Person] 

[Telephone] 
 [Fax] 

[Email] 

  
 E-3 








 Appendix A 

Form Of Automatic Conversion Settlement Notice10 

NOTICE TO THE [CONVERSION SHARES DEPOSITORY]11 AND DTC 

 

			
	 To:       [Contact details of
[Conversion Shares

             Depository]11 to be included.]
	  	 The Depository Trust Company

55 Water Street, 25th Floor
 New
York, NY 10041-0099
 Attn: Mandatory Reorganization Department

Fax: +1 (212) 855-5488
 Email:
mandatoryreorgannouncements@dtcc.com

		
	 Cc:       The Bank of New York Mellon

Merck House

Seldown

Poole, Dorset BH15 1PX

United Kingdom

Attn: International Corporate Trust Services

Email: corpsov2@bnymellon.com

Fax: 01202 689600

Tel: 01202 689978
	  	 The Bank of New York Mellon

101 Barclay Street
 Floor 7-E

New York, New York 10286
 United
States of America
 Attn: International Corporate Trust

Fax: +1 (212) 815-5366

		
	 HSBC Bank USA, National Association

452 Fifth Avenue, 8E6

New York, New York 10018

United States of America

Attention: Corporate Trust and Loan Agency

Telephone: (212) 525-1592

Facsimile: (212) 525-1300
	  	

 Re: HSBC Holdings plc $2,250,000,000 6.375% Perpetual Subordinated Contingent Convertible Securities
(Callable September 2024 and Every Five Years Thereafter) (CUSIP: 404280 AS8, ISIN: US404280AS86) – Automatic Conversion Settlement Notice to the [Conversion Shares Depository] and DTC 

This notice is in relation to HSBC Holdings plc’s (the “Company”) $2,250,000,000 6.375% Perpetual Subordinated
Contingent Convertible Securities (Callable September 2024 and Every Five Years Thereafter) (CUSIP: 404280 AS8, ISIN: US404280AS86) issued on September 17, 2014 (the “Securities”) pursuant to the Contingent Convertible
Securities Indenture, dated as of 
  

	10	 Note: Addresses to be reconfirmed prior to when notice is sent; subject to modification if Securities are in definitive form and to
changes in DTC and CREST (or successor clearing system) policies and procedures. 



	11	 Note: If the Company has been unable to appoint a Conversion Shares Depository, this should refer to the entity undertaking its
functions. 



  
 E-4 








 
August 1, 2014, among the Company, The Bank of New York Mellon, London Branch, as trustee (the “Trustee”), and HSBC Bank USA, National Association (“HBUS”), as
registrar and paying agent, as supplemented by the Second Supplemental Indenture, dated September 17, 2014, among the Company, the Trustee and HBUS, as registrar, paying agent and calculation agent (together, the “Indenture”),
and pursuant to the prospectus supplement dated September 10, 2014, supplementing the prospectus dated July 31, 2014. Capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the
Indenture. 
 INFORMATION OF THE HOLDER OR BENEFICIAL OWNER FOR DELIVERY OF 

CONVERSION SHARES OR CONVERSION SHARES OFFER CONSIDERATION 

First name and Surname/Company Name 

Name to be entered in the Company’s share register 

Tradable Amount held on the date hereof 

CREST participant ID 

CREST member account (if applicable) 

Cash account details (if applicable) 

Address to which any Conversion Shares should be delivered (if applicable)12 

 

	12	Note: To be included if the Conversion Shares are not a participating security in CREST or any another clearing system. 


  
 E-5