NOTICE OF
REDEMPTION
Dated 16
October 2024
US$1,250,000,000 4.180% Fixed
Rate/Floating Rate Senior Unsecured Notes due
2025
(CUSIP No. 404280DE6; ISIN:
US404280DE63)* (the 'Securities')
* No representation is made as to the
correctness of such numbers either as printed on the Securities or
as contained in this Notice of Redemption, and reliance may be
placed only on the other identification numbers printed on the
Securities, and the Optional Redemption (as defined below) shall
not be affected by any defect in or omission of such
numbers.
To: The Holders of the
Securities
The New York Stock Exchange
NOTE: THIS NOTICE CONTAINS IMPORTANT INFORMATION THAT IS OF
INTEREST TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF THE
SECURITIES. IF APPLICABLE, ALL DEPOSITORIES, CUSTODIANS, AND OTHER
INTERMEDIARIES RECEIVING THIS NOTICE ARE REQUESTED TO EXPEDITE
RE-TRANSMITTAL TO THE REGISTERED HOLDERS AND BENEFICIAL OWNERS OF
THE SECURITIES IN A TIMELY MANNER.
The Securities have been issued
pursuant to an indenture dated 26 August 2009 (as amended or
supplemented from time to time, the 'Base Indenture'), between
HSBC Holdings plc, as issuer (the 'Issuer'), The Bank of New York Mellon,
London Branch, as trustee (the 'Trustee'), and HSBC Bank USA, National
Association, as paying agent and registrar ('HSBC Bank USA'), as supplemented and
amended by a twenty-fifth supplemental indenture dated 9 June 2022
(the 'Twenty-fifth Supplemental
Indenture' and, together with the Base Indenture, the
'Indenture') among the
Issuer, the Trustee and HSBC Bank USA as paying agent, registrar
and calculation agent. Capitalised terms
used and not defined herein have the meanings ascribed to them in
the Indenture.
The Issuer
has elected to redeem the
Securities in whole in accordance with the terms of the
Indenture and the Securities (the 'Optional
Redemption').
Pursuant to Section 11.04 of the
Base Indenture and Sections 2.01, 2.02,
3.01, 3.02, 4.01, and 4.02 of the Twenty-fifth
Supplemental Indenture, the Issuer hereby provides notice of the
following information relating to the Optional
Redemption:
· The
redemption date for the Securities shall be 9 December 2024
(the 'Redemption Date').
· The
redemption price for the Securities shall be US$1,000 per US$1,000
principal amount of the Securities (the 'Redemption Price').
· Additionally, in accordance with the terms of the Indenture,
as the Redemption Date is an Interest Payment Date, all accrued but
unpaid interest from (and including) 9 June 2024 to (but excluding)
the Redemption Date will be payable to the holders of record of the
Securities as of 24 November 2024, the Regular Record Date
(the 'Interest
Payment').
· Subject to any conditions and/or the limited circumstances
contained in the Twenty-fifth Supplemental Indenture, on the
Redemption Date the Redemption Price and the Interest Payment shall
become due and payable upon each such Security to be redeemed and
interest thereon shall cease to accrue on and after such
date.
· Securities should be surrendered at the registered office of
HSBC Bank USA at 66 Hudson Boulevard East, 545W9, New York, NY
10001, Attention: Issuer Services.
Questions relating to this Notice of
Redemption should be addressed to HSBC Bank USA via e-mail at
CTLANYDealManagement@us.hsbc.com, at its registered office or via
telephone at +1 201 217 8417.
IMPORTANT TAX INFORMATION
EXISTING U.S. FEDERAL INCOME TAX LAW
MAY REQUIRE BACKUP WITHHOLDING OF 24% OF ANY PAYMENTS TO HOLDERS
PRESENTING THEIR SECURITIES FOR PAYMENTS WHO HAVE FAILED TO FURNISH
A TAXPAYER IDENTIFICATION NUMBER, CERTIFIED TO BE CORRECT UNDER
PENALTY OF PERJURY ON A COMPLETE AND VALID INTERNAL REVENUE SERVICE
('IRS') FORM W-9 OR APPLICABLE FORM W-8 TO THE APPLICABLE PAYER OR
WITHHOLDING AGENT. HOLDERS MAY ALSO BE SUBJECT TO PENALTIES FOR
FAILURE TO PROVIDE SUCH NUMBER.
Investor enquiries to:
Greg
Case
+44 (0) 20 7992
3825
investorrelations@hsbc.com
Media enquiries to:
Press Office
+44 (0) 20 7991 8096
pressoffice@hsbc.com
Note to editors:
HSBC Holdings plc
HSBC Holdings plc, the parent company
of HSBC, is headquartered in London. HSBC serves customers
worldwide from offices in 60 countries and territories. With assets
of US$2,975bn at 30 June 2024, HSBC is one of the world's largest
banking and financial services organisations.
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