HSBC Bank Malta Plc

Regulatory Filings • May 16, 2024

REGISTRATION DOCUMENT DATED 16 MAY 2024

HSBC Bank plc

(a company incorporated in England with registered number 00014259; the liability of its members is limited)

This document (the "Registration Document", which expression shall include this document and all documents incorporated by reference herein) constitutes a registration document for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom ("UK") by virtue of the European Union (Withdrawal) Act 2018, as amended (the "EUWA") (the "UK Prospectus Regulation"). It has been prepared in connection with debt or derivative securities ("Securities") of HSBC Bank plc (the "Issuer") which may be offered to the public or admitted to trading on a UK regulated market. When combined with the following documents approved by the UK Financial Conduct Authority (the "FCA"):

• a securities note, which contains information on the Securities; and
• a summary (if required), prepared in accordance with Article 7 of the UK Prospectus Regulation, which provides key information about the Issuer and the Securities in order to aid investors when considering whether to invest in the Securities,

the combination will form a prospectus in relation to the Securities for the purposes of the UK Prospectus Regulation.

This Registration Document has been prepared as a registration document issued in compliance with the UK Prospectus Regulation for the purpose of providing information with regard to the Issuer of debt or derivative securities during the period of twelve months after the date hereof. This Registration Document has been approved by the FCA, as competent authority under the UK Prospectus Regulation. The FCA only approves this Registration Document as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer that is the subject of this Registration Document.

This Registration Document is valid for a period of twelve months from the date of approval.

This Registration Document includes details of the long-term and short-term credit ratings assigned to the Issuer by S&P Global Ratings UK Limited ("S&P"), Moody's Investors Service Limited ("Moody's") and Fitch Ratings Limited ("Fitch"). Each of S&P, Moody's and Fitch is established in the United Kingdom and registered under Regulation (EU) No. 1060/2009 on credit rating agencies as it forms part of the domestic law of the UK by virtue of the EUWA (the "UK CRA Regulation"). Each of S&P, Moody's and Fitch appears on the latest update of the list of registered credit rating agencies (as of the date of this Registration Document) on the UK FCA's Financial Services Register. The ratings each of S&P, Moody's and Fitch has given to the Issuer are endorsed by S&P Global Ratings Europe Limited, Moody's Deutschland GmbH and Fitch Ratings Ireland Limited, respectively, each of which is established in the European Union and registered under Regulation (EU) No 1060/2009 on credit rating agencies.

Information on how to use this Registration Document is set out on page i.

Certain risk factors relating to the Issuer are set out in "Risk Factors" which commences on page 1.

HOW TO USE THIS REGISTRATION DOCUMENT

All references in this section of this Registration Document to "Issuer" refer to HSBC Bank plc, all references to "Group" refer to HSBC Bank plc and its subsidiary undertakings, and all references to "HSBC Group" refer to HSBC Holdings plc and its subsidiary undertakings.

This Registration Document provides information about HSBC Bank plc (the "Issuer") and incorporates by reference (as per the section entitled "Documents Incorporated by Reference" below) certain sections from: (i) the Annual Report and Accounts of the Issuer and its subsidiary undertakings for the year ended 31 December 2023 (the "2023 Annual Report and Accounts"); (ii) the Annual Report and Accounts of the Issuer and its subsidiary undertakings for the year ended 31 December 2022 (the "2022 Annual Report and Accounts"); and (iii) the Form 20-F dated 22 February 2024 filed with the U.S. Securities and Exchange Commission (as set out at https://www.hsbc.com/-/files/hsbc/investors/hsbcresults/2023/annual/pdfs/hsbc-bank-plc/240222-hbeu-form-20-f.pdf) (the "2023 Form 20-F"). The sections of the 2023 Annual Report and Accounts and the 2023 Form 20-F incorporated by reference herein include the latest publicly available financial information relating to the Issuer and its subsidiary undertakings (the "Group") and other information in relation to the Group, which is relevant to investors. This Registration Document (including such information incorporated by reference) contains information necessary for investors to make an informed assessment of the Issuer. Investors must read this Registration Document together with the sections of the 2023 Annual Report and Accounts, the 2022 Annual Report and Accounts and the 2023 Form 20-F incorporated by reference herein. Where further information is provided in the sections of the 2023 Annual Report and Accounts, the 2022 Annual Report and Accounts and the 2023 Form 20-F incorporated by reference herein on matters covered by this Registration Document, this is highlighted in this Registration Document.

This Registration Document is split up into a number of sections, each of which is briefly described below.

Risk Factors provides details of the principal risks relating to the Issuer that may affect the Issuer's ability to fulfil its obligation under its Securities.

Documents Incorporated by Reference provides details of the documents incorporated by reference which form part of this Registration Document and which are publicly available.

Important Notices sets out important information about the Issuer's responsibility for this Registration Document and provides information about its authorised use.

The Issuer and its Subsidiary Undertakings provides information about the Issuer and its subsidiary undertakings, including on its history and development, the legislation under which it operates, its principal activities and markets, its organisational structure, trends affecting the Issuer, its credit ratings and its management.

General Information provides additional, general disclosure in relation to the Issuer.

RISK FACTORS1
IMPORTANT NOTICES 2
DOCUMENTS INCORPORATED BY REFERENCE3
THE ISSUER AND ITS SUBSIDIARY UNDERTAKINGS4
GENERAL INFORMATION 10

RISK FACTORS

Prospective investors in any debt or derivative securities ("Securities") issued by the Issuer should carefully consider the risk factors associated with the business of the Group and the industry in which it operates together with all other information contained in this Registration Document, including, in particular, the risk factors incorporated by reference into this section, which the Issuer considers to be the principal risk factors relating to the Group that may affect the Issuer's ability to fulfil its obligations under its Securities.

The risk factors incorporated by reference herein do not comprise an exhaustive list or explanation of all risks which investors may face when making an investment in any Securities issued by the Issuer. Additional risks and uncertainties relating to the Group that are not currently known to the Group, or that the Group currently deems immaterial, also may have, individually or cumulatively, a material adverse effect on the business, prospects, results of operations and/or financial position of the Group and, if any such risk should occur, the price of any Securities issued by the Issuer may decline and investors could lose all or part of their investment.

The section entitled "Risk Factors" on pages 37 to 49 of the 2023 Form 20-F, as incorporated by reference herein, sets out a description of the risk factors that may affect the ability of the Issuer to fulfil its obligations to investors in relation to any of its Securities.

IMPORTANT NOTICES

The Issuer accepts responsibility for the information contained in this Registration Document. To the best of the knowledge of the Issuer, the information contained in this Registration Document is in accordance with the facts and this Registration Document does not omit anything likely to affect the import of such information.

This Registration Document is to be read and construed with all documents incorporated by reference into it.

No person has been authorised to give any information or to make any representation not contained in or not consistent with this Registration Document, including any documents incorporated by reference herein, and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, or any trustee or any dealer appointed in relation to any issue of Securities by the Issuer.

This Registration Document, including any documents incorporated by reference herein should not be considered as a recommendation by the Issuer, any trustee or any dealer appointed in relation to any issue of Securities by the Issuer that any recipient of this Registration Document, including any document incorporated by reference herein, should purchase any Securities issued by the Issuer. Each investor contemplating subscribing for or purchasing Securities issued by the Issuer should make its own independent investigation of the financial condition and affairs, and its own appraisal of the creditworthiness, of the Issuer. No part of this Registration Document, including any documents incorporated by reference herein, constitutes an offer or invitation by or on behalf of the Issuer, any trustee or any dealer appointed in relation to any issue of Securities by the Issuer or any of them to any person to subscribe for or to purchase any of the Securities issued by the Issuer.

None of the delivery of this Registration Document or any documents incorporated by reference herein or any prospectus prepared by the Issuer in relation to which this Registration Document is incorporated by reference (a "Prospectus") or any relevant Final Terms or Pricing Supplement or the offering, sale or delivery of any Securities shall, in any circumstances, create any implication that there has been no change in the affairs of the Issuer since the date hereof, or that the information contained in this Registration Document including any documents incorporated by reference herein is correct at any time subsequent to the date hereof or that any other written information delivered in connection herewith or therewith is correct as of any time subsequent to the date indicated in such document. Any dealer or trustee appointed in relation to any issue of Securities by the Issuer expressly does not undertake to review the financial condition or affairs of the Issuer or its subsidiary undertakings during the life of such Securities.

The distribution of this Registration Document, including any document incorporated by reference herein, and the offer or sale of Securities issued by the Issuer may be restricted by law in certain jurisdictions. Persons into whose possession this Registration Document or any document incorporated by reference herein or any Securities issued by the Issuer come must inform themselves about, and observe, any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Securities issued by the Issuer and on the distribution of this Registration Document, including any document incorporated by reference herein, see the applicable description of arrangements relating to subscription and sale of the relevant Securities in the relevant Prospectus or the relevant Final Terms.

In this Registration Document and in relation to any Securities issued by the Issuer, references to the "relevant dealers" are to whichever of the dealers enters into an agreement for the issue of such Securities issued by the Issuer as described in the applicable description of arrangements relating to subscription and sale of the relevant Securities in the relevant Prospectus and references to the "relevant Final Terms" are to the Final Terms or Pricing Supplement relating to such Securities.

DOCUMENTS INCORPORATED BY REFERENCE

The following documents shall be deemed to be incorporated in, and to form part of, this Registration Document:

• the 2023 Form 20-F, save for the sections entitled "Report of Independent Registered Public Accounting Firm to the Board of Directors and Shareholder of HSBC Bank plc", "Financial Statements" and "Notes on the Financial Statements" that fall within pages 112 to 187. The 2023 Form 20-F is available on the Issuer's website at: https://www.hsbc.com/investors/results-andannouncements/all-reporting/subsidiaries?page=1&take=20&company-new=hsbc-bank-plc;
• the audited consolidated financial statements of the Issuer, the independent auditor's report thereon and the notes thereto, in respect of the financial year ended 31 December 2023, as set out on pages 99 to 192 of the 2023 Annual Report and Accounts, submitted to and filed with the FCA, and the notes to such audited consolidated financial statements of the Issuer that are identified as '(Audited)' and are presented within the section of the 2023 Annual Report and Accounts entitled "Risk review", which section is set out on pages 22 to 86 of the 2023 Annual Report and Accounts. The 2023 Annual Report and Accounts is available at https://www.hsbc.com/investors/results-andannouncements/all-reporting/subsidiaries?page=1&take=20&company-new=hsbc-bank-plc; and
• the audited consolidated financial statements of the Issuer, the independent auditor's report thereon and the notes thereto, in respect of the financial year ended 31 December 2022, as set out on pages 105 to 190 of the 2022 Annual Report and Accounts, submitted to and filed with the FCA, and the notes to such audited consolidated financial statements of the Issuer that are identified as '(Audited)' and are presented within the section of the 2022 Annual Report and Accounts entitled "Risk" within pages 26 to 93 of the 2022 Annual Report and Accounts. The 2022 Annual Report and Accounts is available at https://www.hsbc.com/investors/results-and-announcements/allreporting/subsidiaries?page=1&take=20&company-new=hsbc-bank-plc&years=2022.

The Issuer will, at its registered office, make available for inspection during normal business hours and free of charge, upon oral or written request, a copy of this Registration Document including any document incorporated by reference in this Registration Document. Written or oral requests for inspection of such documents should be directed to the Issuer's registered office. Additionally, this Registration Document will be available for viewing at https://www.hsbc.com/investors/fixed-income-investors/issuanceprogrammes?page=1&take=20 and all the documents incorporated by reference herein will be available for viewing at https://www.hsbc.com (please follow links to 'Investors', 'Results and announcements', 'All reporting' and 'Subsidiaries'). For the avoidance of doubt, unless specifically incorporated by reference into this Registration Document, any websites referred to in this Registration Document or any information appearing on such websites and pages do not form part of this Registration Document.

Any information incorporated by reference in the above documents does not form part of this Registration Document and, to the extent that only certain parts of the above documents are specified to be incorporated by reference hereunder, the non-incorporated parts of such documents are either not relevant for investors or are covered elsewhere in this Registration Document.

THE ISSUER AND ITS SUBSIDIARY UNDERTAKINGS

All references in this section of the Registration Document to "Issuer" refer to HSBC Bank plc, all references to "Group" refer to HSBC Bank plc and its subsidiary undertakings, all references to "HSBC Group" refer to HSBC Holdings plc and its subsidiary undertakings.

History and Development of the Issuer

HSBC Bank plc (the "Issuer") is a public limited company registered in England and Wales under registration number 00014259. The liability of its members is limited. It has its registered office and head office at 8 Canada Square, London, E14 5HQ, United Kingdom and the telephone number is +44 20 7991 8888. The Issuer was constituted by Deed of Settlement on 15 August 1836 and in 1873 was registered under the Companies Act 1862 as an unlimited company. It was re-registered as a company limited by shares under the Companies Acts 1862 to 1879 on 1 July 1880. On 27 November 1923, the Issuer adopted the name of Midland Bank Limited which it held until 1 February 1982 when the Issuer was re-registered under the Companies Acts 1948 to 1980 as a public limited company and changed its name to Midland Bank plc. During the year ended 31 December 1992, Midland Bank plc became a wholly-owned subsidiary undertaking of HSBC Holdings plc ("HSBC Holdings") and by special resolution on 27 September 1999 changed its name from Midland Bank plc to HSBC Bank plc. For the purposes of advertising, the Issuer uses the abbreviation HSBC.

Legislation

The Issuer is subject to primary and secondary legislation relating to financial services and banking regulation in the United Kingdom, including, inter alia, the FSMA, for the purposes of which the Issuer is an authorised person carrying on the business of financial services provision. In addition, as a public limited company, the Issuer is subject to the UK Companies Act 2006 (as amended).

Principal activities and markets

The information in this "Principal activities and markets" section is as at the date of this Registration Document. The Group provides a comprehensive range of banking and related financial services.

The HSBC Group's products and services are delivered to clients through three global businesses: Global Banking and Markets ("GBM"); Commercial Banking ("CMB"); Wealth and Personal Banking ("WPB"); and the Corporate Centre (comprising the share of profit from the HSBC Group's interests in associates and joint ventures and related impairments, Central Treasury, stewardship costs and consolidation adjustments).

The Group's operating model has the following material segments: a GBM business which is further split into three reportable segments: Markets and Securities Services ("MSS"), Global Banking ("GB") and GBM Other; CMB; WPB and a Corporate Centre. These segments are supported by Digital Business Services and eleven global functions, including Risk, Finance, Compliance, Legal, Marketing and Human Resources.

MSS is a products group that services customers of all global businesses across the financial sector globally. It offers clients a range of services and capabilities including trading, financing and securities services across asset classes and geographies, supported by dedicated sales and research teams. Its European business continues to support the increasing European needs of the Group's global client base, providing access to the suite of MSS products, connecting emerging and developed markets, and collaborating with other global businesses to provide clients across the HSBC Group with commoditised and bespoke solutions that seek to support their growth ambitions.

GB delivers tailored financial solutions to corporate and institutional clients worldwide. It provides a comprehensive suite of services including capital markets, advisory, lending, trade services and global payments solutions. Its European teams take a client-centric approach bringing together relationship and product expertise to deliver financial solutions customised to suit the Group's clients' growth ambitions and financial objectives. GB works closely with its business partners including MSS, WPB and CMB, to provide a range of tailored products and services that seek to meet the needs of international clients across the HSBC Group.

GBM Other primarily comprises Principal Investments and GBM's share of the HSBC Group's Markets Treasury function. The Principal Investments portfolio selectively makes commitments to funds which align with the HSBC Group's strategic priorities. The day-to-day management of the portfolio is undertaken by HSBC Asset Management on GBM's behalf.

CMB connects its European customers to the Group's international network of relationship managers and product specialists to support their growth ambitions globally, and supports global multinationals with growing their European subsidiaries through its specialist subsidiary relationship managers and product specialists. CMB's products range from bespoke lending solutions to global treasury and trade solutions tailored to clients' requirements, supported by expertise in markets and investment banking products through its collaboration with GBM. CMB's Global Payments Services and Global Trade teams also provide treasury and trade finance solutions to GBM clients.

In Europe, WPB serves customers through Private Banking, Retail Banking, Wealth Management, Insurance and Asset Management. Its core retail proposition offers personal banking, mortgages, loans, credit cards, savings, investments, and insurance. WPB offers propositions in certain markets such as Premier, as well as wealth solutions, financial planning and international services. In the Channel Islands and the Isle of Man, it serves local and international customers, the majority of whom are customers of the HSBC Group in other markets, through its HSBC Expat proposition. WPB's Private Banking proposition serves high net worth and ultrahigh net worth clients with a relationship balance greater than U.S.\$2 million. The services available to Private Banking clients include investment management, private wealth solutions and bespoke lending. Private Banking hosts a 'Next Generation' programme of events to support its clients' next generation in building and retaining the wealth within the family. WPB continues to focus on meeting the needs of its customers, communities it serves and its people, while working to build the bank of the future.

As at 31 December 2023, the Issuer and its subsidiaries had a physical presence in Armenia, Belgium, Bermuda, Channel Islands and Isle of Man, Czech Republic, France, Germany, Ireland, Israel, Italy, Luxembourg, Malta, Netherlands, Poland, Russia, South Africa, Spain, Sweden, Switzerland and the UK.

The principal activities and markets of the Group are described in more detail on pages 5 to 8 of the 2023 Form 20-F (incorporated by reference herein).

As at 31 December 2023, the Issuer's main subsidiary undertakings and their country of incorporation or registration were:

Name of Subsidiary Undertaking	Location
HSBC Investment Bank Holdings Limited	England
HSBC Life (UK) Limited	England
HSBC Bank Bermuda Limited1	Bermuda
HSBC Continental Europe (99.99 per cent. owned)	France
HSBC Assurances Vie (France) (99.99 per cent. owned)	France
HSBC Bank Malta p.l.c. (70.03 per cent. owned)	Malta

The subsidiaries, joint ventures and associates of the Issuer are described in more detail on pages 190 to 192 of the 2023 Annual Report and Accounts (incorporated by reference herein).

Organisational Structure

The Issuer is a wholly and directly owned subsidiary of HSBC Holdings.

The HSBC Group is one of the largest banking and financial services organisations in the world with an international network which covers 62 countries and territories. Within these regions, a comprehensive range of banking and related financial services is offered to personal, commercial, corporate, institutional, investment and private banking clients. As at 31 March 2024 the total assets of the HSBC Group were U.S.\$ 3,000,517 million.

¹ During 2023, HSBC Bank plc acquired HSBC Bank Bermuda Limited from HSBC Overseas Holdings (UK) Limited.

Ratings

The Issuer has been assigned the following long-term credit ratings:

• A+ by S&P. This means that S&P is of the opinion that the Issuer has a strong capacity to meet its financial commitments;
• A1 by Moody's. This means that Moody's is of the opinion that the Issuer is upper-medium-grade and is subject to low credit risk; and
• AA- by Fitch. This means that Fitch is of the opinion that the Issuer poses expectations of very low credit risk, indicates very strong capacity for payment of financial commitments and this capacity is not significantly vulnerable to foreseeable events.

The Issuer has also been assigned the following short-term credit ratings:

• A-1 by S&P. This means that S&P is of the opinion that the Issuer's capacity to meet its financial commitments on its short-term obligations is strong.
• P-1 by Moody's. This means that Moody's is of the opinion that the Issuer has a superior ability to repay short-term debt obligations; and
• F1+ by Fitch. This means that Fitch is of the opinion that the Issuer has an exceptionally strong credit feature and the strongest intrinsic capacity for timely payment of short-term financial commitments.

Each of S&P, Moody's and Fitch is established in the United Kingdom and is registered as a credit rating agency under the UK CRA Regulation.

A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

Management

Directors

The directors of the Issuer, each of whose business address is 8 Canada Square, London, E14 5HQ, United Kingdom, their functions in relation to the Issuer and their principal outside activities (if any) of significance to the Issuer are as follows:

Name	Function within the Group	Other principal activities outside of the Issuer
S O'Connor*	Chairman	Non-Executive Chairman, Quantile Technologies Limited
		Non-Executive Chairman, Quantile Group Limited
		Non-Executive Director, London Stock Exchange plc
		Non-executive Director, Financial Markets Standards Board
		Independent Non-Executive Director, Vice-Chairman and member of the Nomination Committee, HSBC Continental Europe
		Scientific Advisory Board member, Systemic Risk Centre, London School of Economics and Political Science
C Bell	Chief Executive Officer	Director, Quantexa Limited
		Director, HSBC Bank (Singapore) Limited
		Group Executive Committee member, HSBC Holdings plc

Name	Function within the Group	Other principal activities outside of the Issuer
K Mahtani	Chief Financial Officer	Non-Executive Director and member of the Audit Committee, Plug Power Inc
		Chief Finance Officer, Western Markets, HSBC Bank USA, National Association
		Chief Finance Officer, Western Markets, HSBC North America Holdings Inc.
		Chief Finance Officer, Western Markets, HSBC USA Inc.
Y Omura*	Director	Senior Independent Director, The Private Infrastructure Development Group Limited (PIDG)
		Non-executive Director, Assured Guaranty Limited
		Member of the Supervisory Board, Nishimoto HD Co Ltd
		Member of the Advisory Board, The Critical Mineral Fund
J Ellis*	Director	—
E Strutz*	Director	Non-executive Director, member of the Remuneration Committee and Chairman of the Finance and Audit Committee, Global Blue Group Holding AG
		Member of the Advisory Board and Chairman of the Audit and Risk Committee, Luxembourg Investment Company 261 S.à r.l.
		Member of the Foundation Council, Stiftung Tumorforschung Kopf-Hals
		Member of the Board, Chairman of the Risk Committee and member of the Audit Committee, HSBC Continental Europe
A Wright*	Director	Chairman and Trustee, The Prince of Wales's Foundation Romania
N Dove-Edwin*	Director	Chief Executive, Digital & Data Squared LTD
		Non-executive Director, POD Point Group Holdings plc
		Group Chief Digital and Information Officer (interim), Rolls Royce plc
P Clackson*	Director	Director, Richmond Woodhouse Limited
L O'Donald*	Director	Co-founder/ Partner, Arboreal Risk Advisors LLP
K Gurney	Director	Global General Counsel, WPB, HSBC Holdings plc
A Spring	Director	Chief Executive Officer of HSBC Global Private Banking and Wealth
		Director, HSBC Private Bank (Suisse) SA

Notes:

* Independent Non-executive Director

Management Committees

Executive Committee

The Issuer's Executive Committee, whose business address is 8 Canada Square, London, E14 5HQ, United Kingdom, meets regularly and operates as a management committee under the direct authority of the board of directors of the Issuer. The members of the Executive Committee and their functions in relation to the Issuer's Executive Committee and their principal outside activities (if any) of significance to the Issuer are as follows:

Name	Function	Other principal activities outside the Issuer
C Bell	Chairman	Director, Quantexa Limited
	Chief Executive Officer, HSBC Bank plc and Chief Executive Officer, Europe	Director, HSBC Bank (Singapore) Limited Group Executive Committee member, HSBC Holdings plc
A Bagshaw	Global Co-Head of Investment Banking	—
A Beane	Head of Commercial Banking, Europe	—
R Blackburn	Global Head of Traded and Treasury Risk Management & Global Risk Analytics Chief Risk Officer, Europe	—
C Allen	General Counsel for Global Banking & Markets, General Counsel of HSBC Bank plc and General Counsel of HSBC Europe	—
K Mahtani	Chief Financial Officer, Europe and Western Markets	—
A Maurel	Head of Markets & Securities Services Europe & MENAT	—
C Lowthian	Chief Compliance Officer, Europe	—
L McGeough	Head of Global Banking, EMEA	—
O Oakley-White	Company Secretary, HSBC Bank plc and Europe Region	—
D Mulligan	Global Head of HR GMB and Europe	—
M Hordley	Chief Operating Officer, Europe	—
H Ashley	Regional Head of Communications, Europe	—
N Polli	Head of Strategy and Planning, Europe and Chief of Staff, CEO Europe	—

Name	Function	Other principal activities outside the Issuer
A Wild	Chief Executive Officer, HSBC Continental Europe
D Sharma	Regional Head of WPB, Europe

Conflicts of Interest

There are no existing or potential conflicts of interest between any duties owed to the Issuer by its directors or its Executive Committee (each as described above) and the private interests and/or external duties owed by these individuals.

Share Capital and Major Shareholders

For details on the share capital of the Issuer as at 31 December 2023, see "Note 30 - Called up share capital and other equity instruments" on pages 177 to 178 of the 2023 Annual Report and Accounts. See "Organisational Structure" above for details of the Issuer's current shareholder.

Corporate Governance

For details on the Issuer's corporate governance regime, see the section headed "Corporate Governance Report" on pages 101 to 111 of the 2023 Form 20-F.

Dividends

The Issuer paid the following dividends in relation to its issued shares during the previous three years:

Year	Aggregate Dividends (in £m)	Comments
2021	-	Payments of £19,181 under the Non-Cumulative Third Dollar Preference Shares.
2022	850	Including payment of U.S.\$26,250 under the Non-Cumulative Third Dollar Preference Shares.
2023	750	Including payment of U.S.\$26,250 under the Non-Cumulative Third Dollar Preference Shares.

In addition, the Issuer's board approved the payment of an interim dividend of £98.8 million in respect of 2024, which is expected to be paid in June 2024.

GENERAL INFORMATION

All references in this section of this Registration Document to "Issuer" refer to HSBC Bank plc, all references to "Group" refer to HSBC Bank plc and its subsidiary undertakings, and all references to "HSBC Group" refer to HSBC Holdings plc and its subsidiary undertakings.

• 1. The annual consolidated financial statements of the Issuer contained within the 2023 Annual Report and Accounts and the 2022 Annual Report and Accounts comply with UK-adopted international accounting standards and with the requirements of the UK Companies Act 2006, and have also applied international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. Such financial statements are also prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards"), including interpretations issued by the IFRS Interpretations Committee, as there are no applicable differences from IFRS Accounting Standards adopted by the UK and EU and IFRS Accounting Standards as issued by the International Accounting Standards Board in terms of their application to the Group for the periods presented.
• 1. There has been no significant change in the financial position or financial performance of the Issuer or the Group nor any material adverse change in the prospects of the Issuer since 31 December 2023.
• 1. Save as disclosed in Note 25 "Provisions" on pages 170 to 171 and Note 33 "Legal proceedings and regulatory matters" on pages 179 to 181, of the 2023 Annual Report and Accounts (incorporated by reference herein), there have been no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware) which may have during the 12-months prior to the date of this Registration Document, or have had in the recent past, significant effects on the financial position or profitability of the Issuer and/or the Group.
• 1. PricewaterhouseCoopers LLP, of 7 More London Riverside, London SE1 2RT, United Kingdom has audited without qualification the consolidated financial statements of the Issuer contained in the 2023 Annual Report and Accounts and the 2022 Annual Report and Accounts for the financial years ended 31 December 2023 and 31 December 2022, respectively. PricewaterhouseCoopers LLP is a member of the Institute of Chartered Accountants in England and Wales.
• 1. The date of the articles of association of the Issuer is 28 October 2021.
• 1. The Issuer does not have a specific purpose or objects clause in its articles of association. The Issuer is an authorised institution under the UK Financial Services and Markets Act 2000 (as amended) ("FSMA") and provides a comprehensive range of banking and related financial services.
• 1. For so long as the Issuer may issue Securities with respect to which this Registration Document forms part of a prospectus prepared by the Issuer relating to such Securities, the following documents may be inspected during normal business hours at the registered office of the Issuer or at the website set out by each relevant document listed below for the 12 months from the date of this Registration Document:
  2. (a) the up to date articles of the Issuer (website: www.hsbc.com (please follow links to 'Investors', 'Fixed income investors' and 'Issuance programmes')); and
  3. (b) the 2023 Form 20-F, the 2023 Annual Report and Accounts and the 2022 Annual Report and Accounts (website: www.hsbc.com (please follow links to 'Investors', 'Results and announcements', 'All reporting' and 'Subsidiaries')).
• 1. The Issuer will, at its registered office, make available for inspection during normal business hours, free of charge, upon oral or written request, a copy of this Registration Document (including any documents incorporated by reference herein). Written or oral requests for such documents should be directed to the registered office of the Issuer.
• 1. This Registration Document (including any documents incorporated by reference herein) will be available for viewing at www.hsbc.com (please follow links to 'Investors', 'Fixed income investors' and 'Issuance programmes' for this Registration Document and 'Investors', 'Results and announcements', 'All reporting' and 'Subsidiaries' for the remaining documents). For the avoidance

of doubt, unless specifically incorporated by reference into this Registration Document, information contained on the website does not form part of this Registration Document.

1. The Legal Entity Identifier (LEI) code of the Issuer is MP6I5ZYZBEU3UXPYFY54.

HEAD AND REGISTERED OFFICE OF THE ISSUER

HSBC Bank plc

8 Canada Square London E14 5HQ United Kingdom

PAYING AGENTS

HSBC Bank plc

8 Canada Square London E14 5HQ United Kingdom

HSBC Bank USA, National Association

Issuer Services 66 Hudson Boulevard East New York NY 10001 United States of America AUDITOR TO THE ISSUER

PricewaterhouseCoopers LLP

7 More London Riverside London SE1 2RT