We may, in our sole discretion, redeem the 2032 Fixed/Floating Rate Notes during the 2032 Fixed/Floating Rate Notes Make-Whole Redemption Period (as defined below), in whole at any time during such period or in part from time to time during such period, at a redemption price equal to the greater of:

(i) 100% of the principal amount of the 2032 Fixed/Floating Rate Notes to be redeemed; and
(ii) as determined by the Determination Agent, the sum of the present values of (a) the principal amount of the 2032 Fixed/Floating Rate Notes to be redeemed (discounted from the 2032 Fixed/Floating Rate Notes Par Redemption Date) and (b) the remaining payments of interest to be made on any scheduled Interest Payment Date to (and including) the 2032 Fixed/Floating Rate Notes Par Redemption Date for the 2032 Fixed/Floating Rate Notes to be redeemed (not including accrued but unpaid interest to (but excluding) the applicable redemption date, if any, on the principal amount of the 2032 Fixed/Floating Rate Notes), discounted to the applicable redemption date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Reference Treasury Rate plus 20 basis points, in each case, plus any accrued and unpaid interest on the 2032 Fixed/Floating Rate Notes to be redeemed to (but excluding) the applicable redemption date (each, a “2032 Fixed/Floating Rate Notes Make-Whole Redemption”).

The “2032 Fixed/Floating Rate Notes Make-Whole Redemption Period” means the period beginning on (and including) November 17, 2024 (six months following the Issue Date) to (but excluding) May 17, 2031 (the “2032 Fixed/Floating Rate Notes Par Redemption Date”); provided that if any additional notes of the same series are issued after the Issue Date, the 2032 Fixed/Floating Rate Notes Make-Whole Redemption Period for such additional notes shall begin on (and include) the date that is six months following the issue date for such additional notes.

Following the 2032 Fixed/Floating Rate Notes Make-Whole Redemption Period, we may also redeem the 2032 Fixed/Floating Rate Notes in whole (but not in part) in our sole discretion on May 17, 2031 (the “2032 Fixed/Floating Rate Notes Par Redemption Date”) (a “2032 Fixed/Floating Rate Notes Par Redemption”). The redemption price will be equal to 100% of their principal amount plus any accrued and unpaid interest to (but excluding) the 2032 Fixed/Floating Rate Notes Par Redemption Date

Redemption upon Loss Absorption Disqualification Event

Following the occurrence of a Loss Absorption Disqualification Event, we may, within 90 days of the occurrence of the relevant Loss Absorption Disqualification Event, in our sole discretion, redeem such Notes in whole, but not in part (such option to redeem being referred to herein as a “Loss Absorption Disqualification Event Redemption Option”), at a redemption price equal to 100% of their principal amount, plus any accrued and unpaid interest to (but excluding) the applicable redemption date.

A “Loss Absorption Disqualification Event” shall be deemed to have occurred if the Notes become fully or partially ineligible to meet our and/or the HSBC Group’s minimum requirements for (A) eligible liabilities and/ or (B) loss absorbing capacity instruments, in each case as determined in accordance with and pursuant to the relevant Loss Absorption Regulations applicable to us and/or the HSBC Group, as a result of any:

(a) Loss Absorption Regulation becoming effective after the Issue Date; or

(b) amendment to, or change in, any Loss Absorption Regulation, or any change in the application or official interpretation of any Loss Absorption Regulation, in any such case becoming effective on or after the Issue Date,

provided, however, that a Loss Absorption Disqualification Event shall not occur where the exclusion of the Notes from the relevant minimum requirement(s) is due to the remaining maturity of the Notes being less than any period prescribed by any applicable eligibility criteria for such minimum requirement(s) under the relevant Loss Absorption Regulations effective with respect to us and/or the HSBC Group on the Issue Date.

If we determine, in our sole discretion, that the inclusion of the Loss Absorption Disqualification Event Redemption Option provisions in the terms of the Indenture and either series of Notes could reasonably be expected to cause a Loss Absorption Disqualification Event to occur, then the provisions relating to the Loss Absorption Disqualification Event Redemption Option shall be deemed not to apply for all purposes relating to such Notes and we shall not have any right to redeem such Notes pursuant to a Loss Absorption Disqualification Event Redemption Option. In such circumstances, we shall promptly provide notice to the trustee, the paying agent, the calculation agent and the holders of such Notes that the Loss Absorption Disqualification Event Redemption Option does not apply; provided that failure to provide such notice will have no impact on the effectiveness of, or otherwise invalidate, any such determination. No action taken in accordance with this paragraph shall be deemed to be an amendment requiring the consent of holders under Section 9.02 of the Base Indenture.