Form 6-K HSBC HOLDINGS PLC For: May 25

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May 25, 2016 12:54 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

For the month of May 2016

HSBC Holdings plc

42nd Floor, 8 Canada Square, London E14 5HQ, England

(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F).

Form 20-F x Form 40-F ¨

(Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the

information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934).

Yes ¨ No x

(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ).

This Report on Form 6-K is hereby incorporated by reference in the following HSBC Holdings plc

registration statement: file number 333-202420

HSBC Holdings plc (the “Registrant”) hereby incorporates by reference the following exhibits to this report on Form 6-K into its registration statement: file number 333-202420.


Exhibit No.		Description of Document

4.1		Second Supplemental Indenture to the Senior Indenture, dated May 25, 2016.

5.1		Opinion of Cleary Gottlieb Steen & Hamilton LLP, special US counsel to the Registrant, dated May 25, 2016.

5.2		Opinion of Cleary Gottlieb Steen & Hamilton LLP, special English solicitors to the Registrant, dated May 25, 2016.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	HSBC Holdings plc

Date: May 25, 2016	By:	/s/ Iain J Mackay
	Name:	Iain J Mackay
	Title:	Group Finance Director

Exhibit 4.1

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 May 25, 2016

To the Senior Indenture, dated as of August 26, 2009,

among the Issuer, the Trustee and the Paying Agent, Registrar and Exchange Rate Agent

$2,500,000,000 2.950% Senior Unsecured Notes due 2021

$2,000,000,000 3.600% Senior Unsecured Notes due 2023

$2,500,000,000 3.900% Senior Unsecured Notes due 2026

$1,000,000,000 Floating Rate Senior Unsecured Notes due 2021

TABLE OF CONTENTS


			Page

ARTICLE 1 DEFINITIONS				4

	SECTION 1.01.	Definition of Terms		4
	SECTION 1.02.	Supplemental Definitions		4

ARTICLE 2 THE NOTES				6

	SECTION 2.01.	Terms Specific to the Fixed Rate Notes		6
	SECTION 2.02.	Terms Specific to the Floating Rate Notes		6
	SECTION 2.03.	Terms Specific to each Series of Notes		7

ARTICLE 3 INTEREST CALCULATION IN RESPECT OF THE FLOATING RATE NOTES				8

	SECTION 3.01.	Interest Rate		8
	SECTION 3.02.	Calculation Agent		8

ARTICLE 4 AMENDMENT TO THE BASE INDENTURE APPLICABLE TO ALL SERIES OF DEBT SECURITIES ISSUED ON OR AFTER THE DATE OF THIS SUPPLEMENTAL INDENTURE				9

	SECTION 4.01.	Compensation and Reimbursement		9

ARTICLE 5 MISCELLANEOUS				11

	SECTION 5.01.	Effect of this Supplemental Indenture; Ratification and Integral Part		11
	SECTION 5.02.	Priority		11
	SECTION 5.03.	Successors and Assigns		11
	SECTION 5.04.	Compliance		11
	SECTION 5.05.	Relation to Calculation Agent Agreement		11
	SECTION 5.06.	Governing Law		11
	SECTION 5.07.	Counterparts		11
	SECTION 5.08.	Entire Agreement		12

	EXHIBIT A-1 – Form of 2.950% Global Security
	EXHIBIT A-2 – Form of 3.600% Global Security
	EXHIBIT A-3 – Form of 3.900% Global Security
	EXHIBIT B – Form of Floating Rate Global Security

SECOND SUPPLEMENTAL INDENTURE, dated as of May 25, 2016 (this “Supplemental Indenture”), by and among HSBC Holdings plc, a public limited company duly organized and existing under the laws of England and Wales (the “Company”), having its principal office at 8 Canada Square, London E14 5HQ, England, The Bank of New York Mellon, London Branch, a New York banking corporation, as trustee (the “Trustee”), having its principal corporate trust office at 101 Barclay Street, Floor 7-East, New York, New York 10286, and HSBC Bank USA, National Association, as Paying Agent, Registrar and Calculation Agent (together, the “Agent”), having its principal office at 452 Fifth Avenue, New York, New York 10018.

W I T N E S S E T H:

WHEREAS, the Company, the Trustee and the Agent have executed and delivered an indenture dated as of August 26, 2009 (as amended or supplemented from time to time, the “Base Indenture” and, together with this Supplemental Indenture, the “Indenture”), to provide for the issuance of the Company’s Debt Securities;

WHEREAS, Section 9.01(4) of the Base Indenture provides that the Company and the Trustee may, without the consent of Holders, enter into a supplemental indenture to change or eliminate any of the provisions of the Base Indenture that shall be effective only with respect to any series of Debt Securities created subsequent to the execution of such supplemental indenture;

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

WHEREAS, the Company desires to amend and supplement certain provisions of the Base Indenture to apply to all series of Debt Securities under the Base Indenture created as of or after the date hereof, including the Notes (as defined below);

WHEREAS, the Company desires to issue four series of Debt Securities under the Base Indenture (as supplemented and amended by this Supplemental Indenture), the $2,500,000,000 2.950% Senior Unsecured Notes due 2021 (such series of Debt Securities, the “2021 Fixed Rate Notes”), the $2,000,000,000 3.600% Senior Unsecured Notes due 2023 (such series of Debt Securities, the “2023 Fixed Rate Notes”), the $2,500,000,000 3.900% Senior Unsecured Notes due 2026 (such series of Debt Securities, the “2026 Fixed Rate Notes” and, together with the 2021 Fixed Rate Notes and the 2023 Fixed Rate Notes, the “Fixed Rate Notes”) and the $1,000,000,000 Floating Rate Senior Unsecured Notes due 2021 (such series of Debt Securities, the “Floating Rate Notes” and, together with the Fixed Rate Notes, the “Notes”), each such series to be issued pursuant to this Supplemental Indenture;

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

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

ARTICLE 1

DEFINITIONS

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

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

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

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

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

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

(g) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision;

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

(a) “2021 Fixed Rate Notes” has the meaning set forth in the recitals to this Supplemental Indenture;

(b) “2023 Fixed Rate Notes” has the meaning set forth in the recitals to this Supplemental Indenture;

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

(e) Calculation Agent” means HSBC Bank USA, National Association, or its successor appointed by the Company pursuant to the Calculation Agent Agreement;

(f) “Calculation Agent Agreement” means the calculation agent agreement dated as of May 25, 2016 between the Company and the Calculation Agent;

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

(h) “FATCA” means (i) sections 1471 to 1474 of the U.S. Internal Revenue Code of 1986, as amended or any associated regulations or other official guidance; (ii) any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the United States and any other jurisdiction, which (in either case) facilitates the implementation of clause (i); or (iii) any agreement pursuant to the implementation of clauses (i) or (ii) with the U.S. Internal Revenue Service, the U.S. government or any governmental or taxation authority in any other jurisdiction;

(i) “Fixed Rate Interest Payment Date” has the meaning set forth in clause (d) of Section 2.01 of this Supplemental Indenture;

(j) “Fixed Rate Notes” has the meaning set forth in the recitals to this Supplemental Indenture;

(k) “Floating Rate Initial Interest Rate” has the meaning set forth in clause (a) of Section 3.01 of this Supplemental Indenture;

(l) “Floating Rate Interest Determination Date” means the second London Banking Day preceding the applicable Floating Rate Interest Reset Date; provided that the first Floating Rate Interest Determination Date is May 23, 2016;

(m) “Floating Rate Interest Payment Date” has the meaning set forth in clause (d) of Section 2.02 of this Supplemental Indenture;

(n) “Floating Rate Interest Period” means the period beginning on (and including) a Floating Rate Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Interest Payment Date; provided that the first Floating Rate Interest Period shall begin on May 25, 2016 and shall end on (but exclude) August 25, 2016;

(o) “Floating Rate Interest Reset Date” means every February 25, May 25, August 25 and November 25 of each year, commencing on August 25, 2016; provided that the interest rate in effect from (and including) May 25, 2016 to (but excluding) the first Floating Rate Interest Reset Date shall be the Floating Rate Initial Interest Rate;

(p) “Floating Rate Notes” has the meaning set forth in the recitals to this Supplemental Indenture;

(q) “Floating Rate Notes Maturity” has the meaning set forth in clause (c) of Section 2.02 of this Supplemental Indenture;

(r) “LIBOR” means the three-month Dollar London interbank offered rate;

(s) “London Banking Day” means any day on which dealings in Dollars are transacted in the London interbank market;

(t) “London Reference Banks” has the meaning set forth in clause (a)(ii) of Section 3.02 of this Supplemental Indenture;

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

(v) “Reference Banks” has the meaning set forth in clause (a)(ii) of Section 3.02 of this Supplemental Indenture;

(w) “Reuters Page LIBOR01” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such service (or any successor service) for the purpose of displaying LIBOR of major banks for Dollars; and

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

ARTICLE 2

THE NOTES

SECTION 2.01. Terms Specific to the Fixed Rate Notes.

The following terms relating to the Fixed Rate Notes are hereby established:

(a) the title of the 2021 Fixed Rate Notes, the 2023 Fixed Rate Notes and the 2026 Fixed Rate Notes shall be “2.950% Senior Unsecured Notes due 2021,” “3.600% Senior Unsecured Notes due 2023” and “3.900% Senior Unsecured Notes due 2026,” respectively;

(b) the aggregate principal amount of the 2021 Fixed Rate Notes, the 2023 Fixed Rate Notes and the 2026 Fixed Rate Notes that may be authenticated and delivered under the Indenture shall not initially exceed $2,500,000,000, $2,000,000,000 and $2,500,000,000, respectively (in each case, except as otherwise provided in the Indenture);

(c) the principal on the 2021 Fixed Rate Notes, the 2023 Fixed Rate Notes and the 2026 Fixed Rate Notes shall be payable on May 25, 2021, on May 25, 2023 and on May 25, 2026, respectively; and

(d) interest on the 2021 Fixed Rate Notes shall be payable semi-annually at a rate of 2.950% per annum. Interest on the 2023 Fixed Rate Notes shall be payable semi-annually at a rate of 3.600% per annum. Interest on the 2026 Fixed Rate Notes shall be payable semi-annually at a rate of 3.900% per annum. Interest on the Fixed Rate Notes shall be payable in arrear on May 25 and November 25 of each year, beginning on November 25, 2016 (each, a “Fixed Rate Interest Payment Date”). The Regular Record Dates for the Fixed Rate Notes shall be the 15^th calendar day preceding each Fixed Rate Interest Payment Date, whether or not a Business Day. Interest on the Notes shall be calculated as contemplated by Section 3.10 of the Base Indenture.

SECTION 2.02. Terms Specific to the Floating Rate Notes.

The following terms relating to the Floating Rate Notes are hereby established:

(a) the title of the Floating Rate Notes shall be “Floating Rate Senior Unsecured Notes due 2021”;

(b) the aggregate principal amount of the Floating Rate Notes that may be authenticated and delivered under the Indenture shall not initially exceed $1,000,000,000 (except as otherwise provided in the Indenture);

(d) interest on the Floating Rate Notes shall be payable quarterly at a rate per annum determined in accordance with Article Three of this Supplemental Indenture. Interest

on the Floating Rate Notes shall be payable in arrear on February 25, May 25, August 25 and November 25 of each year, beginning on August 25, 2016 (each, a “Floating Rate Interest Payment Date”); and

(e) the Regular Record Dates for the Floating Rate Notes shall be the 15^th calendar day preceding each Floating Rate Interest Payment Date, whether or not a Business Day. Notwithstanding Section 3.10 of the Base Indenture, interest on the Floating Rate Notes shall be calculated on the basis of the actual number of days in each Floating Rate Interest Period, assuming a 360-day year.

SECTION 2.03. Terms Specific to each Series of Notes.

The following terms relating to each series of Notes are hereby established:

(a) the Notes shall be issued on May 25, 2016;

(b) principal of, and any interest on, the Notes shall be paid to the Holder through the Agent in its capacity as Paying Agent, having offices in New York City, New York;

(c) the Notes shall not be redeemable except as provided in Article Eleven of the Base Indenture. The Notes shall not be redeemable at the option of the Holders at any time;

(d) the Notes are not issued as Discount Debt Securities or as Indexed Securities and are not subject to a Solvency Condition;

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

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

(g) the Notes shall be denominated in Dollars;

(h) the payment of principal of, and interest on, the Notes shall be payable only in the coin or currency in which the Notes are denominated which, pursuant to clause (g) above, shall be Dollars;

(i) the Notes shall not be converted into or exchanged at the option of the Company or otherwise for stock or other securities of the Company pursuant to Article Twelve of the Base Indenture;

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

(k) except in limited circumstances, the Notes will not be issued in definitive form;

(l) the forms of Notes shall be evidenced by one or more global securities in registered form substantially in the form of Exhibit A-1, Exhibit A-2, Exhibit A-3 and Exhibit B, as applicable, to this Supplemental Indenture; and

(m) to the fullest extent permitted by law, the Holders and the Trustee, in respect of any claims of such Holders to payment of any principal, premium or interest in respect of

the Notes, by their acceptance of the Notes, shall be deemed to have waived any right of set-off or counterclaim that such Holders or, as the case may be, the Trustee in such respect, might otherwise have.

ARTICLE 3

INTEREST CALCULATION IN RESPECT OF THE FLOATING RATE NOTES

SECTION 3.01. Interest Rate.

(a) The initial interest rate on the Floating Rate Notes for the first Floating Rate Interest Period shall be equal to LIBOR, as determined on May 23, 2016, plus 1.660% per annum (the “Floating Rate Initial Interest Rate”). Thereafter, the interest on the Floating Rate Notes for any Floating Rate Interest Period shall be LIBOR, as determined by the Calculation Agent on the applicable Floating Rate Interest Determination Date, plus 1.660% per annum;

(b) The interest on the Floating Rate Notes shall be reset quarterly on each Floating Rate Interest Reset Date.

Notwithstanding Section 1.13 of the Base Indenture, if any scheduled Floating Rate Interest Reset Date or Floating Rate Interest Payment Date (other than the Floating Rate Notes Maturity) is not a Business Day, such Floating Rate Interest Reset Date and Floating Rate Interest Payment Date shall be postponed to the next day that is a Business Day; provided that if that Business Day falls in the next succeeding calendar month, such Floating Rate Interest Reset Date and Floating Rate Interest Payment Date shall be the immediately preceding Business Day. If any such Floating Rate Interest Payment Date (other than the Floating Rate Notes Maturity) is postponed or brought forward as described above, the payment of interest due on such postponed or brought forward Floating Rate Interest Payment Date shall include interest accrued to but excluding such postponed or brought forward Floating Rate Interest Payment Date. If the scheduled Floating Rate Notes Maturity or date of redemption or repayment of the Floating Rate Notes is not a Business Day, the Company may pay interest and principal on the next succeeding Business Day, but interest on that payment shall not accrue during the period from and after the scheduled Floating Rate Notes Maturity or date of redemption or repayment of the Floating Rate Notes.

SECTION 3.02. Calculation Agent.

(a) LIBOR shall be determined by the Calculation Agent in accordance with the following provisions:

(i) With respect to any Floating Rate Interest Determination Date, LIBOR shall be the rate (expressed as a percentage per annum) for deposits in Dollars having a maturity of three months commencing on the related Floating Rate Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Floating Rate Interest Determination Date. If no such rate appears, then LIBOR, in respect of that Floating Rate Interest Determination Date, shall be determined in accordance with the provisions described in (ii) below; and

(ii) With respect to any Floating Rate Interest Determination Date on which no rate appears on Reuters Page LIBOR01, the Calculation Agent shall request the principal London offices of each of four major reference banks in the London interbank market, as selected and identified by the Company (the “London Reference Banks”), to provide its offered quotation (expressed as a percentage per annum) for deposits in

Dollars for the period of three months, commencing on the related Floating Rate Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Floating Rate Interest Determination Date and in a principal amount that is representative for a single transaction in Dollars in that market at that time. If at least two quotations are provided, then LIBOR on that Floating Rate Interest Determination Date shall be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Floating Rate Interest Determination Date shall be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Floating Rate Interest Determination Date, by three major banks in the City of New York, as selected and identified by us (together with the London Reference Banks, the “Reference Banks”), for loans in Dollars to leading European banks, for a period of three months, commencing on the related Floating Rate Interest Reset Date, and in a principal amount that is representative for a single transaction in Dollars in that market at that time. If at least two such rates are so provided, LIBOR on the Floating Rate Interest Determination Date shall be the arithmetic mean of such rates. If fewer than two such rates are so provided, LIBOR on the Floating Rate Interest Determination Date shall be LIBOR in effect with respect to the immediately preceding Floating Rate Interest Determination Date or, in the case of the initial Floating Rate Interest Determination Date, the Floating Rate Initial Interest Rate.

(b) All percentages resulting from any calculation of any interest rate on the Floating Rate Notes shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with five one-millionths of a percentage point rounded upward, and all Dollars amounts shall be rounded to the nearest cent, with one-half cent being rounded upward.

(c) All determinations and any calculations made by the Calculation Agent for the purposes of calculating the applicable interest on the Floating Rate Notes shall 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.

ARTICLE 4

AMENDMENT TO THE BASE INDENTURE

APPLICABLE TO ALL SERIES OF DEBT SECURITIES ISSUED ON OR AFTER

THE DATE OF THIS SUPPLEMENTAL INDENTURE

SECTION 4.01. Compensation and Reimbursement. Article Six of the Base Indenture is amended by amending and restating Section 6.07 in its entirety, which shall read as follows:

Section 6.07. Compensation and Reimbursement. The Company agrees:

(1) to pay to the Trustee from time to time such compensation for all services rendered by it hereunder as the parties shall agree from time to time (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by

the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the reasonable expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or willful misconduct; and

(3) to indemnify each of the Trustee and any predecessor Trustee and their agents for, and to hold it harmless against, any loss, liability, claim, damage or expense incurred without negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of this trust or performance of its duties hereunder, including the reasonable costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers or duties hereunder and in connection with enforcing the provisions of this Section.

As security for the performance of the obligations of the Company under this Section, the Trustee shall have a claim prior to the Debt Securities and any Coupons upon all property and funds held or collected by the Trustee as such, except funds held in trust for the payment of any principal (and premium, if any) or interest in respect of any Debt Securities or Coupons.

When the Trustee incurs expenses or renders services in connection with an Event of Default, the expenses (including the reasonable charges and expenses of its counsel) and the compensation for such services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or similar law.

To the extent that (x) the Company’s obligations to reimburse and indemnify the Trustee (and each Agent, custodian and other Person employed to act under the Indenture) pursuant to this Section 6.07 (or any other agreement entered into in connection with the Debt Securities) are liabilities under the Banking Act that are not excluded liabilities or otherwise excluded from bail-in by legislation, rule, regulation or regulatory technical standard or any other exemption therefrom or amendment thereto and (y) the Relevant UK Resolution Authority has exercised any UK Bail-in Power in whole or in part with respect to such liabilities, notwithstanding any other term of the Indenture or any Debt Security or any other agreements, arrangements or understandings between the Company and the Trustee (and each Agent, custodian and other Person employed to act under the Indenture), the Trustee (and each Agent, custodian and other Person employed to act under the Indenture) acknowledge, agree to be bound by and consent to the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority in relation to the obligations of the Company to the Trustee (and each Agent, custodian and other Person employed to act under the Indenture) under this Section 6.07 (or any other agreement entered into in connection with the Debt Securities).

To the extent that the Company’s obligations to reimburse and indemnify the Trustee are liabilities of the type listed in section 48B(7A) of the Banking Act or in any other exemption or amendment thereto, the Company’s obligations to reimburse and indemnify the Trustee in accordance with this Section 6.07 shall survive any exercise of the UK Bail-in Power by the Relevant UK Resolution Authority.

For the avoidance of doubt, any and all amounts due and owing to the Trustee under any provision of the Indenture shall be payable within six (6) days of the date specified for payment or where no date is specified, the date on which the Trustee demands payment in accordance with the applicable provision of the Indenture.

Other than in circumstances where the Relevant UK Resolution Authority has exercised the UK Bail-in Power, in whole or in part with respect to the Debt Securities, the accrued obligations of the Company under this Section 6.07 to compensate and indemnify the Trustee for expenses, losses, claims damages, liabilities, disbursements and advances shall survive the termination, satisfaction and discharge of the Indenture, including any termination under any applicable bankruptcy or similar law or the removal or resignation of the Trustee.

It is the Parties’ intention that the Company’s obligations to indemnify the Trustee in accordance with this Section 6.07 shall survive any exercise of the UK Bail-in Power by the Relevant UK Resolution Authority.

ARTICLE 5

MISCELLANEOUS

SECTION 5.01. Effect of this Supplemental Indenture; Ratification and Integral Part. This Supplemental Indenture shall become effective upon its execution and delivery.

Except as hereby amended, the Base Indenture is in all respects ratified and confirmed and all the terms, provisions and conditions thereof shall be and remain in full force and effect. This Supplemental Indenture shall be deemed an integral part of the Base Indenture in the manner and to the extent herein and therein provided.

SECTION 5.02. Priority. This Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. The provisions of this Supplemental Indenture shall, with respect to the Notes and as otherwise provided herein and subject to the terms hereof, supersede the provisions of the Base Indenture to the extent the Base Indenture is inconsistent herewith.

SECTION 5.03. Successors and Assigns. All covenants and agreements in the Base Indenture, as supplemented and amended by this Supplemental Indenture, by the Company shall bind its successors and assigns, whether so expressed or not.

SECTION 5.04. Compliance. The Agent shall be entitled to take any action or to refuse to take any action which the Agent regards as necessary for the Agent to comply with any applicable law, regulation or fiscal requirement, court order, or the rules, operating procedures or market practice of any relevant stock exchange or other market or clearing system.

SECTION 5.05. 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 Floating Rate Notes, the relevant terms of the Calculation Agent Agreement shall govern such rights and obligations.

SECTION 5.06. Governing Law. This Supplemental Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 5.07. Counterparts. This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.

SECTION 5.08. Entire Agreement. This Supplemental Indenture constitutes the entire agreement of the parties hereto with respect to the Notes and the amendments to the Base Indenture set forth herein.

[Remainder of page intentionally left blank]

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


HSBC HOLDINGS PLC,
		as Issuer

By:
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:

EXHIBIT A-1

FORM OF 2.950% GLOBAL SECURITY

No. [●]

CUSIP No. 404280 AY5

ISIN: US404280AY54

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

BY ITS ACQUISITION OF THE DEBT SECURITIES REPRESENTED BY THIS GLOBAL SECURITY, EACH HOLDER (WHICH, FOR THESE PURPOSES, INCLUDES EACH BENEFICIAL OWNER OF THE DEBT SECURITIES) ACKNOWLEDGES, ACCEPTS, CONSENTS AND AGREES, NOTWITHSTANDING ANY OTHER TERM OF THE DEBT SECURITIES, THE INDENTURE OR ANY OTHER AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS BETWEEN THE ISSUER AND ANY HOLDER, TO BE BOUND BY (A) THE EFFECT OF THE EXERCISE OF ANY UK BAIL-IN POWER BY THE RELEVANT UK RESOLUTION AUTHORITY THAT MAY INCLUDE AND RESULT IN ANY OF THE FOLLOWING, OR SOME COMBINATION THEREOF: (I) THE REDUCTION OF ALL, OR A PORTION, OF THE AMOUNTS DUE (AS DEFINED ON THE REVERSE OF THIS GLOBAL SECURITY); (II) THE CONVERSION OF ALL, OR A PORTION, OF THE AMOUNTS DUE INTO THE ISSUER’S OR ANOTHER PERSON’S ORDINARY SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS (AND THE ISSUE TO, OR CONFERRAL ON, THE HOLDER OF SUCH ORDINARY SHARES, OTHER SECURITIES OR OTHER OBLIGATIONS), INCLUDING BY MEANS OF AN AMENDMENT, MODIFICATION OR VARIATION OF THE TERMS OF THE DEBT SECURITIES OR THE INDENTURE; (III) THE CANCELLATION OF THE DEBT SECURITIES; AND/OR (IV) THE AMENDMENT OR ALTERATION OF THE MATURITY OF THE DEBT SECURITIES OR AMENDMENT OF THE AMOUNT OF INTEREST PAYABLE ON THE DEBT SECURITIES, OR THE INTEREST PAYMENT DATES, INCLUDING BY SUSPENDING PAYMENT FOR A TEMPORARY PERIOD; AND (B) THE VARIATION OF THE TERMS OF THE DEBT SECURITIES OR THE INDENTURE, IF NECESSARY, TO GIVE EFFECT TO THE EXERCISE OF ANY UK BAIL-IN POWER BY THE RELEVANT UK RESOLUTION AUTHORITY.

GLOBAL SECURITY

HSBC Holdings plc

US$[●]

2.950% SENIOR UNSECURED NOTES DUE 2021

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

The Issuer, for value received, hereby promises to pay CEDE & CO., or registered assigns on May 25, 2021 or on such earlier date as this Global Security may be redeemed (“Maturity”), the principal amount hereof and will pay interest on the said principal amount from May 25, 2016 (the “Issue Date”) or the most recent Interest Payment Date on which interest has been paid or duly provided for, semi-annually in arrear on May 25 and November 25 in each year (each such date, an “Interest Payment Date”), commencing November 25, 2016. Interest on this Global Security shall accrue at a rate of 2.950% per annum, until the principal amount hereof is paid or made available for payment.

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

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

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

(1)

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

(2)

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

provided that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable or due but for the fact that (i) the Holder of this Global Security or the owner of a beneficial interest in this Global Security is domiciled in, or is a national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction, or otherwise has some connection or former connection with the Taxing Jurisdiction other than the holding or ownership of this Global Security, or the collection of any payment of (or in respect of) principal of (and premium, if any, on) and interest on or the enforcement of, this Global Security; (ii) this Global Security is presented for payment in the United Kingdom or (iii) this Global Security is presented for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting the same for payment at the close of such 30 day period; (iv) such tax, levy, impost, duty, charge, fee, deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other 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 Directive; (v) presentation for payment of this Global Security was made to a paying agent who was required to make (or pass through) such deduction or withholding and presentation for payment could have been made to a paying agent who was not required to make (or pass through) such deduction or withholding; (vi) there was a failure to comply by the Holder or the beneficial owner of this Global Security or the beneficial owner of any payment on this Global Security with a request of the Issuer addressed to the Holder or the beneficial owner, including a request of the Issuer related to a claim for relief under any applicable double tax treaty (x) to provide information concerning the nationality, residence, identity or connection with a Taxing Jurisdiction of the Holder or the beneficial owner or (y) to make any declaration or other similar claim to satisfy any information or reporting requirement, if the information or declaration is required or imposed by a statute, treaty, regulation, ruling or administrative practice of the Taxing Jurisdiction as a precondition to exemption from withholding or deduction of all or part of the tax, duty, assessment or other governmental charge; (vii) such tax, levy, impost, duty, charge, fee, deduction or withholding is imposed in respect of any estate, inheritance, gift, sale, transfer, personal property, wealth or similar tax, duty, assessment or other governmental charge; or (viii) such tax, levy, impost, duty, charge, fee, deduction or withholding is imposed in respect of any combination of the above items. For the avoidance of doubt, all payments in respect of this Global Security shall be made subject to any withholding or deduction required pursuant to FATCA, and the Issuer shall not be required to pay any Additional Amounts on account of any such deduction or withholding required pursuant to FATCA.

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

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

Reference is hereby made to the further provisions of this Global Security set forth on the reverse hereof, which further provisions shall for the purposes hereof have the same effect as if set forth at this place.

Unless the certificate of authentication hereon has been executed by the Trustee or an authenticating agent by manual signature, this Global Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purposes.

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


HSBC Holdings plc,
		as Issuer

		By:
		[●]

Dated: [●]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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


The Bank of New York Mellon, London Branch,
		as Trustee

		By:
		[●]

Dated: [●]

REVERSE OF GLOBAL SECURITY

US$[●]

2.950% SENIOR UNSECURED NOTES DUE 2021

This Global Security is one of a duly authorized issue of Debt Securities issued and to be issued in one or more series under and governed by an Indenture dated as of August 26, 2009 (as amended or supplemented from time to time), by and among the Issuer, The Bank of New York Mellon, London Branch, as trustee (the “Trustee,” which term includes any successor trustee under the Indenture), and HSBC Bank USA, National Association (“HBUS”), as registrar and paying agent (the “Base Indenture”), as supplemented and amended by a Second Supplemental Indenture dated as of May 25, 2016 (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Trustee and HBUS, as paying agent, registrar and calculation agent (the “Agent”), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Issuer, the Trustee, the Holders and of the terms upon which the Debt Securities are, and are to be, authenticated and delivered.

Under the terms of the Indenture, the Debt Securities may be redeemed, as a whole but not in part, at the Issuer’s option, on not less than 30 nor more than 60 days’ notice, at any time at a redemption price equal to the principal amount thereof, together with accrued interest, if any, to the date fixed for redemption, if, at any time, the Issuer determines that:

(a) in making payment under the Debt Securities in respect of principal (or premium, if any) or interest the Issuer has or shall or would become obligated to pay Additional Amounts as provided in the Indenture and in this Global Security provided such obligation results from a change in or amendment to the laws of the Taxing Jurisdiction, or any change in the official application or interpretation of such laws (including a decision of any court or tribunal), or any change in, or in the official application or interpretation of, or execution of, or amendment to, any treaty or treaties affecting taxation to which the United Kingdom is a party, which change, amendment or execution becomes effective after the Issue Date; or

(b) the payment of interest in respect of the Debt Securities has become or will or would be treated as a “distribution” within the meaning of Section 1000 of the Corporation Tax Act 2010 of the United Kingdom (or any statutory modification or reenactment thereof for the time being) as a result of a change in or amendment to the laws of the Taxing Jurisdiction, or any change in the official application or interpretation of such laws, including a decision of any court, which change or amendment becomes effective on or after the Issue Date; provided, however that, in the case of (a) above, no notice of redemption shall be given earlier than 90 days prior to the earliest date on which the Issuer would be obliged to pay such Additional Amounts were a payment in respect of the Debt Securities then due.

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

any Debt Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Debt Security or such other Debt Securities.

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

Subject to the terms of the Indenture, the Depositary may surrender this Global Security or any portion hereof in exchange, in whole or in part, for definitive Debt Securities, of this series in registered form and the Registrar, acting on behalf of the Issuer, shall authenticate and deliver in exchange for this Global Security or the portions thereof to be exchanged, an equal aggregate face amount of definitive Debt Securities (duly countersigned) in the numbers and in the names advised by the Depositary.

By its acquisition of the Debt Securities represented by this Global Security, each Holder (which, for these purposes, includes each beneficial owner of the Debt Securities) acknowledges, accepts, consents and agrees, notwithstanding any other term of the Debt Securities, the Indenture or any other agreements, arrangements or understandings between the Issuer and any Holder, to be bound by (a) the effect of the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts Due; (ii) the conversion of all, or a portion, of the Amounts Due into the Issuer’s or another Person’s ordinary shares, other securities or other obligations (and the issue to, or conferral on, the Holder of such ordinary shares, other securities or other obligations), including by means of an amendment, modification or variation of the terms of the Debt Securities or the Indenture; (iii) the cancellation of the Debt Securities; and/or (iv) the amendment or alteration of the Maturity of the Debt Securities or amendment of the amount of interest payable on the Debt Securities, or the interest payment dates, including by suspending payment for a temporary period; and (b) the variation of the terms of the Debt Securities or the Indenture, if necessary, to give effect to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority. No repayment or payment of Amounts Due shall become due and payable or be paid after the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority if and to the extent such amounts have been reduced, converted, cancelled, amended or altered as a result of such exercise. Moreover, each Holder (which, for these purposes, includes each beneficial owner of the Debt Securities) consents to the exercise of any UK Bail-in Power as it may be imposed without any prior notice by the Relevant UK Resolution Authority of its decision to exercise such power with respect to the Debt Securities.

“Amounts Due” means the principal amount of, and any accrued but unpaid interest, including any Additional Amounts, on, the Debt Securities. References to such amounts will include amounts that have become due and payable, but which have not been paid, prior to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority.

“UK Bail-in Power” means any write-down, conversion, transfer, modification or suspension power existing from time to time under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of the BRRD, including but not limited to the Banking Act and the instruments, rules and standards created thereunder, pursuant to which (i) any obligation of a Regulated Entity (or other affiliate of such Regulated Entity) can be reduced, cancelled, modified or converted into shares, other securities or other obligations of such Regulated Entity or any other person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a Regulated Entity may be deemed to have been exercised.

“Regulated Entity” refers to any BRRD Undertaking as such term is defined under the PRA Rulebook promulgated by the PRA, as amended from time to time, which includes certain credit institutions, investment firms and certain of their parent or holding companies.

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

By its acquisition of the Debt Securities, each Holder (which, for these purposes, includes each beneficial owner of the Debt Securities): (i) acknowledges and agrees that the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities shall not give rise to a Default or Event of Default for purposes of Section 315(b) (Notice of Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture Act; (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 Debt Securities; and (iii) acknowledges and agrees that, upon the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority, the Trustee shall not be required to take any further directions from Holders under Section 5.11 (Control by Holders of Debt Securities) of the Indenture; and that the Indenture shall not impose any duties upon the Trustee whatsoever with respect to the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority.

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

It is the intention of the Issuer and the Trustee that the Issuer’s obligations to indemnify the Trustee in accordance with Section 6.07 of the Second Supplemental Indenture shall survive any exercise of the UK Bail in Power by the Relevant UK Resolution Authority.

The exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities shall not constitute an Event of Default or a Default.

In addition to the right to enter into supplemental indentures pursuant to Sections 9.01 and 9.02 of the Base Indenture, the Issuer and the Trustee may enter into one or more indentures

supplemental to the Indenture to modify and amend the terms of the Indenture or the Debt Securities, without the further consent of any Holders, to the extent necessary to give effect to the exercise by the Relevant UK Resolution Authority of the UK Bail-in Power.

Upon the exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities, the Issuer shall provide a written notice to the Holders through DTC as soon as practicable regarding such exercise of the UK Bail-in Power for purposes of notifying Holders and beneficial owners of the Debt Securities of such occurrence. The Issuer shall also deliver a copy of such notice to the Trustee for information purposes.

Upon the exercise of any UK Bail-in Power by the Relevant UK Resolution Authority that results in the reduction or cancellation of all, or a portion, of the principal amount of this Global Security and/or the conversion of all, or a portion, of the principal amount of this Global Security into shares or other securities or other obligations of the Issuer or another person, the portion of the principal amount hereof so reduced, cancelled and/or converted shall be endorsed by the Registrar on Schedule B hereto. The principal amount hereof shall be reduced for all purposes by the amount so reduced, cancelled and/or converted.

By its acquisition of a Debt Security, each Holder (which, for these purposes, includes each beneficial owner of the Debt Securities) of the Debt Securities shall be deemed to have authorized, directed and requested DTC and any direct participant in DTC or other intermediary through which it holds the Debt Securities to take any and all necessary action, if required, to implement the exercise of any UK Bail-in Power with respect to the Debt Securities as it may be imposed, without any further action or direction on the part of such Holder or beneficial owner, the Trustee and the Agent (and any other agent acting in connection with the relevant series of Debt Securities).

To the fullest extent permitted by law, the Holders and the Trustee, in respect of any claims of such Holders to payment of any principal, premium or interest in respect of the Debt Securities, by their acceptance of the Debt Securities, shall be deemed to have waived any right of set-off or counterclaim that such Holders or, as the case may be, the Trustee in such respect, might otherwise have.

ANY HOLDER (WHICH, FOR THESE PURPOSES, INCLUDES EACH BENEFICIAL OWNER OF THE DEBT SECURITIES) THAT ACQUIRES THE DEBT SECURITIES IN THE SECONDARY MARKET AND ANY SUCCESSORS, ASSIGNS, HEIRS, EXECUTORS, ADMINISTRATORS, TRUSTEES IN BANKRUPTCY AND LEGAL REPRESENTATIVES OF ANY HOLDER OR BENEFICIAL OWNER OF THE DEBT SECURITIES SHALL BE DEEMED TO ACKNOWLEDGE, AGREE TO BE BOUND BY AND CONSENT TO THE SAME PROVISIONS SPECIFIED HEREIN TO THE SAME EXTENT AS THE HOLDERS OR BENEFICIAL OWNERS OF THE DEBT SECURITIES THAT ACQUIRE THE DEBT SECURITIES UPON THEIR INITIAL ISSUANCE, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ACKNOWLEDGEMENT AND AGREEMENT TO BE BOUND BY AND CONSENT TO THE TERMS OF THE DEBT SECURITIES RELATED TO THE UK BAIL-IN POWER.

The Indenture and the Debt Securities may be amended and modified as provided in the Indenture.

All terms used in this Global Security and not otherwise defined shall have the meanings ascribed to them in the Indenture.

The Second Supplemental Indenture and the Debt Securities shall be governed by, and construed in accordance with, the laws of the State of New York.

SCHEDULE A

EXCHANGES FOR DEFINITIVE DEBT SECURITIES

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


Date Made	Principal amount exchanged for Definitive Debt Securities	Remaining principal amount following such exchange

SCHEDULE B

REDUCTION, CANCELLATION OR CONVERSION OF DEBT SECURITIES UPON THE

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


Date made	Principal amount reduced, cancelled and/or converted	Remaining principal amount following reduction, cancellation and/or conversion

EXHIBIT A-2

FORM OF 3.600% GLOBAL SECURITY

No. [●]

CUSIP No. 404280 BA6

ISIN: US404280BA69

GLOBAL SECURITY

HSBC Holdings plc

US$[●]

3.600% SENIOR UNSECURED NOTES DUE 2023

The Issuer, for value received, hereby promises to pay CEDE & CO., or registered assigns on May 25, 2023 or on such earlier date as this Global Security may be redeemed (“Maturity”), the principal amount hereof and will pay interest on the said principal amount from May 25, 2016 (the “Issue Date”) or the most recent Interest Payment Date on which interest has been paid or duly provided for, semi-annually in arrear on May 25 and November 25 in each year (each such date, an “Interest Payment Date”), commencing November 25, 2016. Interest on this Global Security shall accrue at a rate of 3.600% per annum, until the principal amount hereof is paid or made available for payment.

(1)

(2)

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


HSBC Holdings plc,
		as Issuer

		By:
		[●]

Dated: [●]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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


The Bank of New York Mellon, London Branch,
		as Trustee

		By:
		[●]

Dated: [●]

REVERSE OF GLOBAL SECURITY

US$[●]

3.600% SENIOR UNSECURED NOTES DUE 2023

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

The exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities shall not constitute an Event of Default or a Default.

In addition to the right to enter into supplemental indentures pursuant to Sections 9.01 and 9.02 of the Base Indenture, the Issuer and the Trustee may enter into one or more indentures

The Indenture and the Debt Securities may be amended and modified as provided in the Indenture.

All terms used in this Global Security and not otherwise defined shall have the meanings ascribed to them in the Indenture.

The Second Supplemental Indenture and the Debt Securities shall be governed by, and construed in accordance with, the laws of the State of New York.

SCHEDULE A

EXCHANGES FOR DEFINITIVE DEBT SECURITIES

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


Date Made	Principal amount exchanged for Definitive Debt Securities	Remaining principal amount following such exchange

SCHEDULE B

REDUCTION, CANCELLATION OR CONVERSION OF DEBT SECURITIES UPON THE

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


Date made	Principal amount reduced, cancelled and/or converted	Remaining principal amount following reduction, cancellation and/or conversion

EXHIBIT A-3

FORM OF 3.900% GLOBAL SECURITY

No. [●]

CUSIP No. 404280 BB4

ISIN: US404280BB43

GLOBAL SECURITY

HSBC Holdings plc

US$[●]

3.900% SENIOR UNSECURED NOTES DUE 2026

The Issuer, for value received, hereby promises to pay CEDE & CO., or registered assigns on May 25, 2026 or on such earlier date as this Global Security may be redeemed (“Maturity”), the principal amount hereof and will pay interest on the said principal amount from May 25, 2016 (the “Issue Date”) or the most recent Interest Payment Date on which interest has been paid or duly provided for, semi-annually in arrear on May 25 and November 25 in each year (each such date, an “Interest Payment Date”), commencing November 25, 2016. Interest on this Global Security shall accrue at a rate of 3.900% per annum, until the principal amount hereof is paid or made available for payment.

(1)

(2)

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


HSBC Holdings plc,
		as Issuer

		By:
		[●]

Dated: [●]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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


The Bank of New York Mellon, London Branch,
		as Trustee

		By:
		[●]

Dated: [●]

REVERSE OF GLOBAL SECURITY

US$[●]

3.900% SENIOR UNSECURED NOTES DUE 2026

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

The exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities shall not constitute an Event of Default or a Default.

In addition to the right to enter into supplemental indentures pursuant to Sections 9.01 and 9.02 of the Base Indenture, the Issuer and the Trustee may enter into one or more indentures

The Indenture and the Debt Securities may be amended and modified as provided in the Indenture.

All terms used in this Global Security and not otherwise defined shall have the meanings ascribed to them in the Indenture.

The Second Supplemental Indenture and the Debt Securities shall be governed by, and construed in accordance with, the laws of the State of New York.

SCHEDULE A

EXCHANGES FOR DEFINITIVE DEBT SECURITIES

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


Date Made	Principal amount exchanged for Definitive Debt Securities	Remaining principal amount following such exchange

SCHEDULE B

REDUCTION, CANCELLATION OR CONVERSION OF DEBT SECURITIES UPON THE

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


Date made	Principal amount reduced, cancelled and/or converted	Remaining principal amount following reduction, cancellation and/or conversion

EXHIBIT B

FORM OF FLOATING RATE GLOBAL SECURITY

No. [●]

CUSIP No. 404280 AZ2

ISIN: US404280AZ20

GLOBAL SECURITY

HSBC Holdings plc

US$[●]

FLOATING RATE SENIOR UNSECURED NOTES DUE 2021

Interest on this Global Security shall be payable quarterly in arrear on February 25, May 25, August 25 and November 25 of each year (each such date, a “Floating Rate Interest Payment Date”), beginning on August 25, 2016. The initial interest rate on this Global Security shall be equal to the three-month Dollar London interbank offered rate (“LIBOR”), as determined on May 23, 2016, plus 1.660% per annum (the “Floating Rate Initial Interest Rate”). Thereafter, the interest rate on this Global Security for any Floating Rate Interest Period shall accrue at a rate per annum equal to LIBOR, as determined by the Calculation Agent on the applicable Floating Rate Interest Determination Date, plus 1.660%. The interest rate on this Global Security will be reset quarterly on each Floating Rate Interest Reset Date.

LIBOR will be determined by the Calculation Agent in accordance with the Indenture and the following provisions:

(1) With respect to any Floating Rate Interest Determination Date, LIBOR shall be the rate (expressed as a percentage per annum) for deposits in Dollars having a maturity of three months commencing on the related Floating Rate Interest Reset Date that appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Floating Rate Interest Determination Date. If no such rate appears, then LIBOR, in respect of that Floating Rate Interest Determination Date, shall be determined in accordance with the provisions described in (2) below.

(2) With respect to Floating Rate Interest Determination Date on which no rate appears on Reuters Page LIBOR01, the Calculation Agent shall request the principal London offices of each of four major reference banks in the London interbank market, as selected and identified by the Issuer (the “London Reference Banks”), to provide its offered quotation (expressed as a percentage per annum) for deposits in Dollarsfor the period of three months, commencing on the related Floating Rate Interest Reset Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that Floating Rate Interest Determination Date and in a principal amount that is representative for a single transaction in Dollarsin that market at that time. If at least two quotations are provided, then LIBOR on that Floating Rate Interest Determination Date shall be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Floating Rate Interest Determination Date shall be the arithmetic mean of the rates quoted at approximately 11:00 a.m., in the City of New York, on the Floating Rate Interest Determination Date by three major banks in the City of New York, as selected and identified by the Issuer (together with the London Reference Banks, the “Reference Banks”), for loans in Dollarsto leading European banks, for a period of three months, commencing on the related Floating Rate Interest Reset Date, and in a principal amount that is representative for a single transaction in Dollarsin that market at that time. If at least two such rates are so provided, LIBOR on the Floating Rate Interest Determination Date shall be the arithmetic mean of such rates. If fewer than two such rates are so provided, LIBOR on the Floating Rate Interest Determination Date shall be LIBOR in effect with respect to the immediately preceding Floating Rate Interest Determination Date or, in the case of the initial Floating Rate Interest Determination Date, the Floating Rate Initial Interest Rate.

All percentages resulting from any calculation of any interest rate in respect of this Global Security shall be rounded, if necessary, to the nearest one hundred thousandth of a percentage point, with

five one-millionths of a percentage point rounded upward (for example, 9.876545% (or 0.09876545) would be rounded to 9.87655% (or 0.0987655)), and all dollar amounts shall be rounded to the nearest cent, with one-half cent being rounded upward.

All determinations and any calculations made by the Calculation Agent for the purposes of calculating the applicable interest on this Global Security shall be conclusive and binding on the Holders, the Issuer, the Trustee and the Paying Agent, absent manifest error. The Calculation Agent shall not be responsible to the Issuer, 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.

“Floating Rate Interest Determination Date” means the second London banking day preceding the applicable Floating Rate Interest Reset Date; provided that the first Floating Rate Interest Determination Date shall be the second London banking day preceding the Issue Date (which is May 23, 2016).

“Floating Rate Interest Period” means the period beginning on (and including) a Floating Rate Interest Payment Date and ending on (but excluding) the next succeeding Floating Rate Interest Payment Date; provided that the first Floating Rate Interest Period shall begin on May 25, 2016 and shall end on (but exclude) August 25, 2016.

“Floating Rate Interest Reset Date” means every February 25, May 25, August 25 and November 25 of each year, commencing on August 25, 2016; provided that the interest rate in effect from (and including) May 25, 2016 to (but excluding) the first Floating Rate Interest Reset Date shall be the Floating Rate Initial Interest Rate.

“London banking day” means any day on which dealings in Dollars are transacted in the London interbank market.

“Reuters Page LIBOR01” means the display that appears on Reuters Page LIBOR01 or any page as may replace such page on such service (or any successor service) for the purpose of displaying LIBOR of major banks for Dollars.

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

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

(1)

(2)

All amounts of principal of (and premium, if any, on) and interest on this Global Security shall be paid by the Issuer, without deduction or withholding for, or on account of, any present and future taxes, levies, imposts, duties, charges, fees, deductions or withholdings whatsover imposed, levied, collected, withheld or assessed by or on behalf of the United Kingdom or any political subdivision or any taxing authority thereof or therein having the power to tax (the “Taxing Jurisdiction”), unless such deduction or withholding is required by law. If deduction or withholding of any such taxes, levies, imposts, duties, charges, fees, deductions or withholdings shall at any time be required by the Taxing Jurisdiction or any subdivision or authority thereof, the Issuer shall pay such additional amounts of, or in respect of, the principal amount of, (and premium, if any, on) and interest on this Global 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 and interest, which would have been payable in respect of this Global Security had no such deduction or withholding been required, provided that the foregoing will not apply to any such tax, levy, impost, duty, charge, fee, deduction or withholding which would not have been payable or due but for the fact that (i) the Holder of this Global Security or the owner of a beneficial interest in this Global Security is domiciled in, or is a national or resident of, or engaging in business or maintaining a permanent establishment or physically present in, the Taxing Jurisdiction, or otherwise has some connection or former connection with the Taxing Jurisdiction other than the holding or ownership of this Global Security, or the collection of any payment of (or in respect of) principal of (and premium, if any, on) and interest on or the enforcement of, this Global Security; (ii) this Global Security is presented for payment in the United Kingdom or (iii) this Global Security is presented for payment more than 30 days after the date payment became due or was provided for, whichever is later, except to the extent that the Holder would have been entitled to such Additional Amount on presenting the same for payment at the close of such 30 day period; (iv) such tax, levy, impost, duty, charge, fee, deduction or withholding is imposed on a payment to an individual and is required to be made pursuant to European Council Directive 2003/48/EC or any other 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 Directive; (v) presentation for payment of this Global Security was made to a paying agent who was required to make (or pass through) such deduction or withholding and presentation for payment could have been made to a paying agent who was not required to make (or pass through) such deduction or withholding; (vi) there was a failure to comply by the Holder or the beneficial owner of this Global Security or the beneficial owner of any payment on this Global Security with a request of the Issuer addressed to the Holder or the beneficial owner, including a request of the Issuer related to a claim for relief under any applicable double tax treaty (x) to provide information concerning the nationality, residence, identity or connection with a Taxing Jurisdiction of the Holder or the beneficial owner or (y) to make any declaration or other similar claim to satisfy any information or reporting requirement, if the information or declaration is required or imposed by a statute, treaty, regulation, ruling or administrative practice of the Taxing Jurisdiction as a precondition to exemption from withholding or deduction of all or part of the tax, duty, assessment or other governmental charge; (vii) such tax, levy, impost, duty, charge, fee, deduction or withholding is imposed in respect of any estate, inheritance, gift, sale, transfer, personal property, wealth or similar tax, duty, assessment or other governmental charge; or (viii) such tax, levy,

impost, duty, charge, fee, deduction or withholding is imposed in respect of any combination of the above items. For the avoidance of doubt, all payments in respect of this Global Security shall be made subject to any withholding or deduction required pursuant to FATCA, and the Issuer shall not be required to pay any Additional Amounts on account of any such deduction or withholding required pursuant to FATCA.

[Remainder of page intentionally left blank]

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


HSBC Holdings plc,
	as Issuer

	By
		[●]

Dated: [●]

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

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


The Bank of New York Mellon, London Branch,
	as Trustee

	By
		[●]

Dated: [●]

REVERSE OF GLOBAL SECURITY

US$[●]

FLOATING RATE SENIOR UNSECURED NOTES DUE 2021

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

The exercise of the UK Bail-in Power by the Relevant UK Resolution Authority with respect to the Debt Securities shall not constitute an Event of Default or a Default.

In addition to the right to enter into supplemental indentures pursuant to Sections 9.01 and 9.02 of the Base Indenture, the Issuer and the Trustee may enter into one or more indentures

The Indenture and the Debt Securities may be amended and modified as provided in the Indenture.

All terms used in this Global Security and not otherwise defined shall have the meanings ascribed to them in the Indenture.

The Second Supplemental Indenture and the Debt Securities shall be governed by, and construed in accordance with, the laws of the State of New York.

SCHEDULE A

EXCHANGES FOR DEFINITIVE DEBT SECURITIES

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


Date Made	Principal amount exchanged for Definitive Debt Securities	Remaining principal amount following such exchange

SCHEDULE B

REDUCTION, CANCELLATION OR CONVERSION OF DEBT SECURITIES UPON THE

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


Date made	Principal amount reduced, cancelled and/or converted	Remaining principal amount following reduction, cancellation and/or conversion

Exhibit 5.1

LOGO

May 25, 2016

HSBC Holdings plc

8 Canada Square

London E14 5HQ

Ladies and Gentlemen:

We have acted as special U.S. counsel to HSBC Holdings plc, a public limited company incorporated under the law of England and Wales (the “Company”), in connection with the Company’s offering pursuant to a registration statement on Form F-3 (No. 333-202420) of U.S.$2,500,000,000 2.950% Senior Unsecured Notes due 2021, U.S.$2,000,000,000 3.600% Senior Unsecured Notes due 2023, U.S.$2,500,000,000 3.900% Senior Unsecured Notes due 2026 and U.S.$1,000,000,000 Floating Rate Senior Unsecured Notes due 2021 (together, the “Notes”) to be issued under an indenture dated as of August 26, 2009 (as amended or supplemented through the date hereof, the “Base Indenture”), among the Company, The Bank of New York Mellon, as trustee (the “Trustee”), and HSBC Bank USA, National Association (“HSBC Bank USA”), as paying agent, registrar and exchange rate agent, as supplemented and amended by a second supplemental indenture dated as of May 25, 2016 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee and HSBC Bank USA, as paying agent, registrar and calculation agent. Such registration statement, as amended as of its most recent effective date (May 18, 2016), insofar as it relates to the Notes (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)), but excluding the documents incorporated by reference therein, is herein called the “Registration Statement.”

In arriving at the opinions expressed below, we have reviewed the following documents:

(a)

the Registration Statement and the documents incorporated by reference therein;

(b)

an executed copy of the Base Indenture;

LOGO

HSBC Holdings plc, p. 2

(c)

an executed copy of the Supplemental Indenture; and

(d)

copies of the Notes in global registered form (the “Global Notes”) as executed by the Company and authenticated by the Trustee.

In addition, we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below.

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Global Notes are valid, binding and enforceable obligations of the Company, entitled to the benefits of the Indenture.

Insofar as the foregoing opinion relates to the validity, binding effect or enforceability of any agreement or obligation of the Company, (a) we have assumed that the Company and each other party to such agreement or obligation has satisfied those legal requirements that are applicable to it to the extent necessary to make such agreement or obligation enforceable against it (except that no such assumption is made as to the Company regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable to general business entities with respect to such agreement or obligation), (b) such opinions are subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinions are subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights.

We express no opinion as to the subject matter jurisdiction of any United States federal court to adjudicate any action relating to the Notes where jurisdiction based on diversity of citizenship under 28 U.S.C. § 1332 does not exist.

The foregoing opinions are limited to the federal law of the United States of America and the law of the State of New York.

HSBC Holdings plc, p. 3

We hereby consent to the incorporation by reference of this opinion in the Registration Statement and the use of our name in the prospectus constituting a part of the Registration Statement and the prospectus supplement dated May 18, 2016 related to the Notes under the heading “Legal Opinions.” In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder.


Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By:		/s/ David I. Gottlieb
		David I. Gottlieb, a Partner

Exhibit 5.2

LOGO

May 25, 2016

HSBC Holdings plc

8 Canada Square

London E14 5HQ

Ladies and Gentlemen:

We have acted as special English solicitors to HSBC Holdings plc, a public limited company incorporated under the law of England and Wales (the “Company”), in connection with the Company’s offering pursuant to a registration statement on Form F-3 (No. 333-202420) of U.S.$2,500,000,000 2.950% Senior Unsecured Notes due 2021, U.S.$2,000,000,000 3.600% Senior Unsecured Notes due 2023, U.S.$2,500,000,000 3.900% Senior Unsecured Notes due 2026 and U.S.$1,000,000,000 Floating Rate Senior Unsecured Notes due 2021 (the “Notes”) to be issued under an indenture dated as of August 26, 2009 (as amended or supplemented through the date hereof, the “Base Indenture”), among the Company, The Bank of New York Mellon, as trustee (the “Trustee”), and HSBC Bank USA, National Association (“HSBC Bank USA”), as paying agent, registrar and exchange rate agent, as supplemented and amended by a second supplemental indenture dated as of May 25, 2016 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Company, the Trustee and HSBC Bank USA. Such registration statement, as amended as of its most recent effective date (May 18, 2016), insofar as it relates to the Notes (as determined for purposes of Rule 430B(f)(2) under the Securities Act of 1933, as amended (the “Securities Act”)), but excluding the documents incorporated by reference therein, is herein called the “Registration Statement.”

In arriving at the opinions expressed below, we have reviewed the following documents:

(a)

the Registration Statement and the documents incorporated by reference therein;

(b)

an executed copy of the Terms Agreement dated May 18, 2016 among the Company and the several underwriters named therein, which attaches and incorporates therein the Purchase Agreement (the “Terms Agreement”);

(c)

an executed copy of the Base Indenture;

LOGO

HSBC Holdings plc, p. 2

(d)

an executed copy of the Supplemental Indenture;

(e)

copies of the Notes in global registered form (the “Global Notes”) as executed by the Company and authenticated by the Trustee;

(f)

a certificate dated May 25, 2016 of the Secretary of the Company (the “Secretary’s Certificate”) having annexed thereto and certified as true, complete and up-to-date copies the following documents:

(i)

the Memorandum and Articles of Association of the Company (the “Articles of Association”);

(ii)

the resolutions passed at the Meetings of the Company’s Board of Directors held on February 27, 2009 and May 21, 2009; and

(iii)

the resolution passed at the Meeting of the Company’s Board of Directors held on January 30, 2015 (together with the resolutions in (ii) above, the “Board Resolutions”).

In this opinion letter, the Terms Agreement, the Indenture and the Global Notes are referred to collectively as the “Transaction Documents” or each individually as a “Transaction Document.”

In rendering the opinions expressed below we have assumed and not verified:

(a)

the genuineness of all signatures, stamps and seals, the authenticity and completeness of all documents supplied to us and the conformity to the originals of all documents supplied to us as photocopies or facsimile or electronic copies;

(b)

that, where a document has been examined by us in draft, specimen or certificated form, it has been or will be executed in the form of that draft, specimen or certificate;

(c)

that each of the Transaction Documents has been or will be duly authorised, executed and delivered by each of the parties to such Transaction Documents (other than the Company) and each such party (other than the Company) has the power, capacity and authority to execute, deliver and perform its obligations contained in each of the Transaction Documents to which it is a party;

(d)

the absence of any other arrangements between any of the parties to any of the Transaction Documents which modify or supersede any of the terms of any of the Transaction Documents;

(e)

the accuracy as to factual matters of each document we have reviewed, including, without limitation, the accuracy of the representations and warranties contained in the Purchase Agreement other than those

HSBC Holdings plc, p. 3

contained in Sections 1(a)(viii), 1(b)(i), 1(b)(ii) and 1(b)(v), the compliance by each of the parties thereto with their respective obligations under the Transaction Documents;

(f)

that no law of any jurisdiction outside England and Wales would render the execution, delivery, issue or performance of the terms of the Transaction Documents illegal or ineffective and that, insofar as any obligation under the Transaction Documents falls to be performed in any jurisdiction other than England and Wales, its performance will not be illegal or ineffective by virtue of the laws of that jurisdiction;

(g)

that any party or prospective party to the Transaction Documents which is subject to the supervision of any regulatory authority in the United Kingdom has complied and will comply with the requirements of such regulatory authority in connection with the offering and sale of the Notes;

(h)

that each of the parties to the Transaction Documents has fully complied with its obligations under all applicable money laundering legislation;

(i)

that the binding effect of the Transaction Documents on the parties thereto is not affected by fraud, coercion, duress, undue influence or mistake, and no document has been entered into by any of the parties thereto in connection with any unlawful activity;

(j)

that all consents, approvals, notices, filings and registrations which are necessary under any applicable laws or regulations (other than laws or regulations of the United Kingdom) in order to permit the execution, delivery or performance of the Transaction Documents have been or will be duly made or obtained;

(k)

that there are no provisions of the laws of any jurisdiction outside England and Wales that would have any implication for the opinions we express and that, insofar as the laws of any jurisdiction outside England and Wales may be relevant to this opinion letter, such laws have been and will be complied with;

(l)

that each of the Transaction Documents constitutes legal, valid and binding obligations of each of the parties thereto enforceable in accordance with its terms under all applicable laws (including the laws of the State of New York, by which the Transaction Documents are expressed to be governed);

(m)

that each of the parties to the Transaction Documents has complied with all applicable provisions of Directive 2003/71/EC of the European Parliament, as amended (the “Prospectus Directive”) as it applies and as implemented in the United Kingdom, the Financial Services Act 2012, the Financial Services and Markets Act 2000, as amended (“FSMA”), and any applicable secondary legislation made under it

HSBC Holdings plc, p. 4

with respect to anything done by any of them in relation to the Notes in, from or otherwise involving the United Kingdom (including Sections 19 (carrying on a regulated activity), 21 (financial promotion), 85 (public offers) and 118 (market abuse) of FSMA);

(n)

that the information relating to the Company disclosed by our searches on May 25, 2016 at Companies House at their website at www.companieshouse.gov.uk and by telephone at the Central Registry of Winding Up Petitions at the Companies Court in London in relation to the Company was then complete, up to date and accurate and has not since then been materially altered and that such searches did not fail to disclose any material information which had been delivered for registration but did not appear on the website or on the relevant file in London at the time of our search, and that such oral disclosures did not fail to disclose any material information or any petition for an administration order, dissolution or winding-up order in respect of the Company that has been presented in England and Wales;

(o)

that the Board Resolutions were duly and validly passed and are true records of the proceedings of the respective meetings, are in full force and effect, and have not been amended, revoked or superseded, and the Secretary’s Certificate is true and correct as of the date hereof;

(p)

that each director of the Company has disclosed any interest which he may have in the transactions contemplated by each of the Transaction Documents in accordance with the provisions of the Companies Act 1985 and the Companies Act 2006 and the Articles of Association, and that none of the relevant directors of the Company have any interest in such transactions except to the extent permitted by the Articles of Association;

(q)

that the execution and delivery of each of the Transaction Documents by the Company and the exercise of its rights and performance of its obligations thereunder will (i) materially benefit the Company and that the directors of the Company acted in good faith and in the interests of the Company in approving each of the Transaction Documents and the transactions contemplated thereby; and (ii) will not conflict with, or result in a breach of, or constitute a default under, or result in the creation of any mortgage, charge or security interest upon any property or assets of the Company or its subsidiary undertakings under (A) any agreement to which it is a party or to which any of its properties may be subject or (B) any existing applicable law, rule, regulation, judgment, order or decree of any government, governmental instrumentality or court, having jurisdiction over the Company or its subsidiary undertakings or any of its properties;

(r)

that the amount of interest on the Notes does not exceed a reasonable commercial return on the nominal amount of the Notes within the meaning of section 79(6)(a) of the Finance Act 1986; and

HSBC Holdings plc, p. 5

(s)

that any limit on borrowings to which the Company is subject has not been exceeded, and that the entry into the Transaction Documents will not cause any such limit on borrowings to be exceeded.

Based on the foregoing, and subject to the further qualifications and limitations set forth below, it is our opinion that:

1. The Company has been duly incorporated in and registered as a public limited company under the laws of England and Wales. A search of the records of the Registrar of Companies as made public through the www.companieshouse.gov.uk website on May 25, 2016 and an oral enquiry made to the Central Registry of Winding up Petitions at the Companies Court at approximately 10:00 AM BST on May 25, 2016 revealed no petition, order or resolution for the winding up of the Company and no petition for, and no notice of appointment of, a receiver or administrator, provided that:

(a)

the searches with Companies House referred to above are not conclusively capable of revealing whether or not (i) a winding up order has been made in respect of a company or a resolution passed for the winding up of a company, or (ii) an administration order has been made in respect of a company, or (iii) a receiver, administrative receiver, administrator, liquidator or similar officer has been appointed in respect of a company, since notice of these matters might not be filed with Companies House immediately and, when filed, might not be made available through the website or entered on the files of Companies House relating to insolvency details with respect to the relevant company immediately. In addition, such searches are not capable of revealing, prior to the making of the relevant order, whether or not a winding-up petition or a petition for an administration order has been presented; and

(b)

the enquiry at the Central Registry of Winding up Petitions at the Companies Court referred to above relates only to a compulsory winding up and is not capable of revealing conclusively whether or not a winding up petition in respect of a compulsory winding up has been presented since details of the petition may not have been entered on the records of the Central Registry of Winding up Petitions immediately or, in the case of a petition presented to a County Court, may not have been notified to the Central Registry and entered on such records at all, and the response to an enquiry only relates to the period of six months prior to the date when the enquiry was made. We have not made enquiries of any County Court as to whether a petition for the appointment of an administrator has been presented to, or an administration order has been made by, any County Court against the Company.

2. The Company possesses the corporate power to enter into and perform its obligations under each of the Base Indenture, the Supplemental Indenture and the Global Notes.

HSBC Holdings plc, p. 6

3. The Base Indenture and the Supplemental Indenture have been duly authorised, executed and delivered by the Company.

4. The Global Notes have been duly authorised, issued, executed and delivered by the Company.

The opinions set out above are limited to the law of England and Wales in force as at the date of this opinion letter, as currently applied by the courts in England and Wales, and are given on the basis that this opinion letter will be governed by and construed in accordance with the law of England and Wales.

HSBC Holdings plc, p. 7


Very truly yours,

CLEARY GOTTLIEB STEEN & HAMILTON LLP

By		/s/ Simon Ovenden
		Simon Ovenden, a Partner

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