HSBC Holdings plc Announces an Invitation to Purchase Notes for Cash

HSBC Holdings plc has launched an invitation to the holders of: (a) the GBP 300,000,000 6.500%. subordinated notes due July 2023 (ISIN: XS0088317853); (b) the USD 300,000,000 7.650%. subordinated notes due May 2025 (ISIN: US597433AC57); (c) the GBP 350,000,000 5.375%.

subordinated notes due November 2030 (ISIN: XS0204377310); (d) the GBP 500,000,000 5.375%. subordinated notes due August 2033 (ISIN: XS0174470764); (e) the GBP 225,000,000 6.250%. subordinated notes due January 2041 (ISIN: XS0120514335); and (f) the GBP 600,000,000 4.750% .

subordinated notes due March 2046 (ISIN: XS0247840969) (each a "Series" and together, the "Notes") to tender any and all such Notes for purchase by the Issuer for cash. The Offers are being made on the terms and subject to the conditions set out in a tender offer memorandum dated 7 November 2022 (the "Tender Offer Memorandum") including the offer and distribution restrictions set out below and more fully described in the Tender Offer Memorandum and, where applicable, the related notice of guaranteed delivery. On the terms and subject to the conditions contained in the Tender Offer Memorandum (including the offer and distribution restrictions contained herein and more fully described in the Tender Offer Memorandum and, where applicable, the related notice of guaranteed delivery), the Issuer invites Noteholders to tender any and all such Notes for purchase by the Issuer for cash at the relevant Purchase Price together with the relevant Accrued Interest Payment.

The Issuer reserves the right, in its sole and absolute discretion, not to accept any Tender Instructions, not to purchase Notes or to extend, re-open, withdraw or terminate the Offers and to amend or waive any of the terms and conditions of the Offers in any manner, subject to applicable laws and regulations. Tenders of Notes for purchase must be made to the Issuer in accordance with the procedures set out in the Tender Offer Memorandum. The Issuer intends to announce, inter alia, its decision of whether to accept valid tenders of Notes for purchase pursuant to the Offers in an announcement expected to be made on 15 November 2022.

Notes purchased by the Issuer pursuant to the Offers will be cancelled and will not be re-issued or resold. Notes which have not been validly tendered and accepted for purchase pursuant to the Offers will remain outstanding after the Settlement Date. The primary purpose of the Offers is to manage the Issuer's subordinated liabilities in respect of the Notes.

The Issuer will continue to meet all of its capital requirements irrespective of the outcome of the Offers. The price payable per GBP 1,000 or per USD 1,000, as applicable, in principal amount of the Notes validly tendered and accepted for purchase pursuant to the Offers (and subject to the applicable Minimum Authorised Denomination) (the "Purchase Price") will be determined as provided in the Tender Offer Memorandum by reference to the Fixed Spread in respect of that Series over the relevant Benchmark Reference Security Yield at the Pricing Time on the Pricing Date expressed as a percentage and rounded to the third decimal place (with 0.0005 being rounded upwards) and, in respect of the GBP Notes, with appropriate annualisation applied to the applicable Offer Yield. In respect of any Notes accepted for purchase, the Issuer will also pay an amount equal to any accrued and unpaid interest on the relevant Notes from (and including) the interest payment date for such Notes immediately preceding the Settlement Date to (but excluding) the Settlement Date (such amount in respect of aSeries, the "Accrued Interest Payment").

Upon the terms and subject to the conditions set forth in the Tender Offer Memorandum, Noteholders who validly tender and whose Notes are accepted for purchase by the Issuer, will receive the relevant Purchase Price for each GBP 1,000 or USD 1,000, as applicable, in principal amount of such Notes (subject to the Minimum Authorised Denomination as applicable), which will be payable in cash by the Issuer on the Settlement Date. Concurrently with the launch of the Offers made pursuant to the Tender Offer Memorandum, HSBC Holdings plc ("HSBC Holdings") expects to launch a proposed new issuance of GBP and Euro-denominated subordinated unsecured debt securities in one or more series. In connection with the allocation of such GBP-denominated subordinated unsecureddebt securities (the "NewNotes"), HSBC Holdings will consider, amongst other factors, whether or not the relevant investor seeking an allocation of the NewNotes has, prior to such allocation, validly tendered, or indicated its firm intention to the Issuer or the Dealer Manager to tender, its GBP Notes pursuant to the Offers and, if so, the aggregate principal amount of GBP Notes tendered by such investor.

For the avoidance of doubt, any such priority in allocation of the NewNotes will only be available to Noteholders who have tendered or indicated their firm intention to the Issuer or the Dealer Manager to tender their GBP Notes pursuant to the Offers, and will not be available to Noteholders who have tendered USD Notes pursuant to the Offers. In accordance with the standard newissue allocation processes and procedures of the Dealer Manager (in its capacity as lead manager of the issue of the NewNotes), the allocation of the NewNotes is expected to take place on the day the announcement to issue the NewNotes is made and the pricing of the NewNotes occurs. See the section titled "Terms and Conditions of the Offers – Allocation of NewNotes in the Proposed Issuance" in the Tender Offer Memorandum.

The Issuer reserves the right, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Offers and to amend or waive any of the terms and conditions of the Offers at any time following the announcement of the Offers, as described in the Tender Offer Memorandum under the heading "Amendment and Termination". Details of any such extension, re-opening, withdrawal, termination, amendment or waiver will be notified to the Noteholders as soon as possible after such decision.