HSBC Bank Malta Plc

Prospectus • May 16, 2024

HSBC BANK PLC

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

as Issuer

DEBT ISSUANCE PROGRAMME

On 23 June 1994, HSBC Bank plc (the "Issuer") established a Debt Issuance Programme which is described in this document (the "Programme"), under which notes (the "Notes") may be issued by the Issuer. This document (and all documents incorporated by reference herein) has been prepared for the purpose of providing disclosure information with regard to the Notes and has been approved by the United Kingdom ("UK") Financial Conduct Authority (the "FCA"), which is the UK competent authority for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018, as amended (the "EUWA") (the "UK Prospectus Regulation"), as a base prospectus issued in compliance with the UK Prospectus Regulation (the "Base Prospectus"). The FCA only approves this Base Prospectus 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 nor as an endorsement of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment as to the suitability of investing in such Notes. This Base Prospectus is valid for a period of twelve months from the date of approval. In relation to any Notes, this Base Prospectus must be read as a whole and together also with the relevant Final Terms. Any Notes issued under the Programme on or after the date of this Base Prospectus are issued subject to the provisions described herein. This does not affect any Notes already in issue. References in this Base Prospectus to "Exempt Notes" are to Notes issued under the Programme for which no prospectus is required to be published under the UK Prospectus Regulation. The FCA has neither approved nor reviewed information contained in this Base Prospectus in connection with Exempt Notes. For the avoidance of doubt, references herein to Notes which do not expressly include references to Exempt Notes shall include Exempt Notes.

AN INVESTMENT IN THE NOTES INVOLVES CERTAIN RISKS. SEE PAGE 5 FOR RISK FACTORS.

Applications have been made to admit Notes (other than Exempt Notes) issued under the Programme to listing on the Official List of the FCA (in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000) and to trading on the main market (the "Main Market") of the London Stock Exchange plc (the "London Stock Exchange"). The Main Market is a UK regulated market for the purposes of Article 2(1)(13A) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK MiFIR"). Any tranche of Notes intended to be admitted to listing on the Official List of the FCA and admitted to trading on the Main Market will be so admitted to listing and trading upon submission to the FCA and the London Stock Exchange of the relevant Final Terms and any other information required by the FCA and the London Stock Exchange, subject in each case to the issue of the relevant Notes.

The applicable Pricing Supplement (the "Pricing Supplement") in respect of the issue of any Exempt Notes will specify whether or not such Exempt Notes will be admitted to listing or trading on any stock exchanges and/or markets (other than the Main Market), if applicable. Application has been made for Exempt Notes issued under the Programme to be admitted to trading on the International Securities Market (the "ISM") of the London Stock Exchange. The ISM is not a UK regulated market for the purposes of the UK MiFIR. The ISM is a market designated for professional investors. Securities admitted to trading on the ISM are not admitted to the Official List of the FCA. The London Stock Exchange has not approved or verified the contents of this Base Prospectus.

Notes issued under the Programme may be rated. The rating assigned to an issue of Notes may not be the same as the Issuer's credit rating generally. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, change or withdrawal at any time by the assigning rating agency. The rating, if any, of a certain series of Notes to be issued under the Programme may be specified in the relevant Final Terms.

This Base Prospectus 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 UK and registered under Regulation (EC) No 1060/2009 on credit rating agencies as it forms part of the domestic law in the UK by virtue of the EUWA (the "UK CRA Regulation"). As such, 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 Base Prospectus) on the UK FCA's Financial Services Register. The ratings each of S&P, Moody's and Fitch have 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 ("EU") and registered under Regulation (EC) No 1060/2009 on credit rating agencies (the "EU CRA Regulation").

Interest and/or other amounts payable under the Notes may be calculated by reference to certain reference rates, which may constitute a benchmark under Regulation (EU) 2016/1011 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK Benchmarks Regulation").If any such reference rate does constitute such a benchmark, the relevant Final Terms will indicate whether or not the administrator thereof is included in the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of the UK Benchmarks Regulation. Not every reference rate will fall within the scope of the UK Benchmarks Regulation. Furthermore, the transitional provisions in Article 51 of the UK Benchmarks Regulation may have the result that the administrator of a particular benchmark is not currently required to appear in the register of administrators and benchmarks at the date of the relevant Final Terms. The registration status of any administrator under the UK Benchmarks Regulation is a matter of public record and, save where required by applicable law, the Issuer does not intend to update any Final Terms to reflect any change in the registration status of the administrator.

The Notes are not deposit liabilities of the Issuer and are not covered by the UK Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency of the UK, the United States or any other jurisdiction.

Notes will be issued under the Programme in denominations of at least EUR100,000 or the equivalent in any other specified currency as may be specified in the relevant Final Terms, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements.

The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws and accordingly may only be offered or sold within the United States to qualified institutional buyers ("QIBs") as defined in Rule 144A under the Securities Act ("Rule 144A") and outside the United States in offshore transactions to, or for the account or the benefit of, non-U.S. persons, as defined in Regulation S under the Securities Act ("Regulation S"), and in compliance with any applicable state securities laws. The Notes may include Notes in bearer form that are subject to U.S. tax law requirements.

Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

Arranger and Dealers HSBC

IMPORTANT NOTICES

The Issuer accepts responsibility for the information contained in this document and the relevant Final Terms for each Tranche of Notes issued under this Programme or (in the case of Exempt Notes) a Pricing Supplement. In the case of a Tranche of Notes which is the subject of a Pricing Supplement, each reference in this Base Prospectus to information being specified or identified in the relevant or applicable Final Terms shall be read and construed as a reference to such information being specified or identified in the relevant or applicable Pricing Supplement unless the context requires otherwise. To the best of the knowledge of the Issuer the information contained in this document is in accordance with the facts and this document does not omit anything likely to affect the import of such information.

The dealers named under "Subscription and Sale" below (the "Dealer(s)"), which expression shall include any additional dealers appointed under the Programme from time to time and The Law Debenture Trust Corporation p.l.c. (the "Trustee"), which expression shall include any successor to The Law Debenture Trust Corporation p.l.c. as trustee under the trust deed dated 23 June 1994 between the Issuer and the Trustee (such trust deed as last modified and restated by a supplemental trust deed dated on or about 16 May 2024 and as further modified and/or supplemented and/or restated from time to time, the "Trust Deed") have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility is accepted by the Dealers or the Trustee as to the accuracy or completeness of this Base Prospectus or any document incorporated by reference herein or any further information supplied in connection with any Notes. The Dealers and the Trustee accept no liability in relation to this Base Prospectus or its distribution or with regard to any other information supplied by or on behalf of the Issuer.

No person has been authorised to give any information or to make any representation not contained in or not consistent with this Base Prospectus and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer, the Trustee or any of the Dealers.

This Base Prospectus should not be considered as a recommendation by the Issuer, the Trustee or any of the Dealers that any recipient of this Base Prospectus should purchase any Notes. Each investor contemplating purchasing Notes 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 Base Prospectus constitutes an offer or invitation by or on behalf of the Issuer, the Trustee or the Dealers or any of them to any person to subscribe for or to purchase any Notes.

Neither the delivery of this Base Prospectus or any Final Terms nor the offering, sale or delivery of any Notes 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 Base Prospectus 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. The Dealers and the Trustee expressly do not undertake to review the financial condition or affairs of the Issuer or its subsidiary undertakings during the life of the Programme.

The distribution of this Base Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Base Prospectus or any Notes come must inform themselves about, and observe, any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of this Base Prospectus, see "Subscription and Sale" below.

In this Base Prospectus and in relation to any Notes, references to the "relevant Dealers" are to whichever of the Dealers enters into an agreement for the issue of such Notes as described in "Subscription and Sale" below and references to the "relevant Final Terms" are to the Final Terms relating to such Notes or the Pricing Supplement relating to such Exempt Notes.

The Notes have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any State or other jurisdiction of the United States and are being sold pursuant to an exemption from the registration requirements of such Act.

The Notes are being offered and sold outside the United States in offshore transactions within the meaning of and in reliance on Regulation S and within the United States to QIBs in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on offers and sales of the Notes, see "Notice to Purchasers of 144A Notes and Transfer Restrictions" and "Subscription and Sale" below.

THE NOTES HAVE NOT BEEN RECOMMENDED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON THE ACCURACY OR ADEQUACY OF THIS BASE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

The Notes may not be a suitable investment for all investors. The Notes may be purchased by investors as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of risk to their overall portfolios. Each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances. In particular, each potential investor should:

• (a) have sufficient knowledge and experience to make a meaningful evaluation of the relevant Notes, the merits and risk of investing in the relevant Notes and the information contained or incorporated by reference in this Base Prospectus or any applicable supplement;
• (b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the relevant Notes and the impact such investment will have on its overall investment portfolio;
• (c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the relevant Notes or where the currency for principal or interest payments is different from the currency in which such investor's financial activities are principally denominated;
• (d) understand thoroughly the terms of the relevant Notes and be familiar with the behaviour of any relevant indices and financial markets; and
• (e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.

The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent: (1) Notes are legal investments for it; (2) Notes can be used as collateral for various types of borrowing; and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under any applicable risk-based capital or similar rules.

Prospective investors should consider the disclosure in "Use of Proceeds" below and/or and in the relevant Final Terms relating to any specific Tranche of Notes that are designated as "Green Bonds" and consult with their legal or other advisers before making an investment in the Green Bonds.

Product Governance under MiFID II – The Final Terms in respect of any Notes may include a legend entitled "EU MiFID II product governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the MiFID II product governance rules under EU Delegated Directive 2017/593 (the "EU MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the EU MiFID Product Governance Rules.

Product Governance under UK MiFIR - The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR product governance" which will outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are appropriate. A distributor should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

A determination will be made in relation to each issue about whether, for the purpose of the UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the UK MiFIR Product Governance Rules.

PRIIPs / IMPORTANT – EEA RETAIL INVESTORS - If the relevant Final Terms for a Tranche of Notes issued under this Programme includes a legend entitled "Prohibition of Sales to EEA Retail Investors", such Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PRIIPs / IMPORTANT – UK RETAIL INVESTORS - If the relevant Final Terms for a Tranche of Notes issued under this Programme includes a legend entitled "Prohibition of Sales to UK Retail Investors", such Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by virtue of the EUWA; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

PRODUCT CLASSIFICATION PURSUANT TO SECTION 309B OF THE SFA – The Final Terms or Pricing Supplement (in the case of Exempt Notes) in respect of any Notes may include a legend entitled "Singapore Securities and Futures Act Product Classification" which will state the product classification of the Notes pursuant to section 309B(1) of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA"). If applicable, the Issuer will make a determination and provide the appropriate written notification to "relevant persons" in relation to each issue under the Programme of the classification of the Notes being offered for purposes of section 309B(1)(a) and section 309B(1)(c) of the SFA.

IMPORTANT NOTICE TO PROSPECTIVE INVESTORS PURSUANT TO PARAGRAPH 21 OF THE HONG KONG SFC CODE OF CONDUCT - Prospective investors should be aware that certain intermediaries in the context of certain offerings of Notes pursuant to this Programme, each such offering, a "CMI Offering", including certain Dealers, may be "capital market intermediaries" ("CMIs") subject to Paragraph 21 of the Code of Conduct for Persons Licensed by or Registered, with the Securities and Futures Commission (the "SFC Code"). This notice to prospective investors is a summary of certain obligations the SFC Code imposes on such CMIs, which require the attention and cooperation of prospective investors. Certain CMIs may also be acting as "overall coordinators" ("Overall Coordinators" or "OCs") for a CMI Offering and are subject to additional requirements under the SFC Code. The application of these obligations will depend on the role(s) undertaken by the relevant Dealer(s) in respect of each CMI Offering.

Prospective investors who are the directors, employees or major shareholders of the Issuer, a CMI or its group companies would be considered under the SFC Code as having an association ("Association") with the Issuer, the CMI or the relevant group company. Prospective investors associated with the Issuer or any CMI (including its group companies) should specifically disclose this when placing an order for the relevant Notes and should disclose, at the same time, if such orders may negatively impact the price discovery process in relation to the relevant CMI Offering. Prospective investors who do not disclose their Associations are hereby deemed not to be so associated. Where prospective investors disclose their Associations but do not disclose that such order may negatively impact the price discovery process in relation to the relevant CMI Offering, such order is hereby deemed not to negatively impact the price discovery process in relation to the relevant CMI Offering.

Prospective investors should ensure, and by placing an order prospective investors are deemed to confirm, that orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e. two or more corresponding or identical orders placed via two or more CMIs). A rebate may be offered by the Issuer to all private banks for orders they place (other than in relation to Notes subscribed by such private banks as principal whereby it is deploying its own balance sheet for onward selling to investors), payable upon closing of the relevant CMI Offering based on the principal amount of the Notes distributed by such private banks to investors. Private banks are deemed to be placing an order on a principal basis unless they inform the CMIs otherwise. As a result, private banks placing an order on a principal basis (including those deemed as placing an order as principal) will not be entitled to, and will not be paid, the rebate. Details of any such rebate will be set out in the applicable Final Terms or otherwise notified to prospective investors. If a prospective investor is an asset management arm affiliated with any relevant Dealer, such prospective investor should indicate when placing an order if it is for a fund or portfolio where the relevant Dealer or its group company has more than 50 per cent. interest, in which case it will be classified as a "proprietary order" and subject to appropriate handling by CMIs in accordance with the SFC Code and should disclose, at the same time, if such "proprietary order" may negatively impact the price discovery process in relation to the relevant CMI Offering. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that their order is not a "proprietary order". If a prospective investor is otherwise affiliated with any relevant Dealer, such that its order may be considered to be a "proprietary order" (pursuant to the SFC Code), such prospective investor should indicate to the relevant Dealer when placing such order. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that their order is not a "proprietary order". Where prospective investors disclose such information but do not disclose that such "proprietary order" may negatively impact the price discovery process in relation to the relevant CMI Offering, such "proprietary order" is hereby deemed not to negatively impact the price discovery process in relation to the relevant CMI Offering.

Prospective investors should be aware that certain information may be disclosed by CMIs (including private banks) which is personal and/or confidential in nature to the prospective investor. By placing an order, prospective investors are deemed to have understood and consented to the collection, disclosure, use and transfer of such information by the relevant Dealers and/or any other third parties as may be required by the SFC Code, including to the Issuer, any OCs, relevant regulators and/or any other third parties as may be required by the SFC Code, it being understood and agreed that such information shall only be used for the purpose of complying with the SFC Code, during the bookbuilding process for the relevant CMI Offering. Failure to provide such information may result in that order being rejected.

Notwithstanding any provision herein, every person (and each employee, representative or other agent of such person) may disclose to any and all other persons, without limitation of any kind, any information provided to him by or on behalf of the Issuer relating to the U.S. tax treatment and U.S. tax structure of transactions under the Programme and all materials of any kind (including opinions or other tax analyses) that are provided by or on behalf of the Issuer to that person relating to such U.S. tax treatment and U.S. tax structure.

None of the Dealers accepts any responsibility for any environmental assessment of any Notes issued as a Green Bond or makes any representation or warranty or assurance whether such Notes will meet any investor expectations or requirements regarding such "green" or similar labels (including in relation to Regulation (EU) 2020/852 on the establishment of a framework to facilitate sustainable investment (the "EU Taxonomy Regulation") and any related technical screening criteria, Regulation (EU) 2023/2631 on European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds (the "EU Green Bond Regulation"), Regulation (EU) 2019/2088 on sustainability-related disclosures in the financial services sector ("SFDR") and any implementing legislation and guidelines, or any similar legislation in the United Kingdom) or any requirements of such labels as they may evolve from time to time. None of the Dealers is responsible for the use or allocation of proceeds for any Notes issued as a Green Bond, nor the impact or monitoring of such use of proceeds nor do any of the Dealers undertake to ensure that there are at any time sufficient eligible businesses or projects in eligible green sectors (as further described in "Use of Proceeds" below) to allow for allocation of a sum equal to the net proceeds of the issue of such Green Bonds in full.

In addition, none of the Dealers has undertaken, or is responsible for, any assessment of the Green Bond Framework (as defined in "Use of Proceeds" below) including the assessment of the applicable eligibility criteria in relation to Green Bonds set out therein. No representation or assurance is given by the Dealers as to the suitability or reliability of any opinion or certification of any third party made available in connection with an issue of Notes issued as a Green Bond, nor is any such opinion or certification a recommendation by any Dealer to buy, sell or hold any such Notes. The criteria and/or considerations that formed the basis of such opinion or certification may change at any time and it may be amended, updated, supplemented, replaced and/or withdrawn. Prospective investors must determine for themselves the relevance of any such opinion or certification and/or the information contained therein. The Green Bond Framework may also be subject to review and change and may be amended, updated, supplemented, replaced and/or withdrawn from time to time and any subsequent version(s) may differ from any description given in this Base Prospectus. The Green Bond Framework and any such opinion or certification do not form part of, nor are they incorporated by reference in, this Base Prospectus. In the event any such Notes are, or are intended to be, listed, or admitted to trading on a dedicated "green" or other equivalently-labelled segment of a stock exchange or securities market, no representation or assurance is given by the Dealers that such listing or admission will be obtained or maintained for the lifetime of the Notes.

All references in this Base Prospectus to "£", "pounds", "Pounds Sterling", "Sterling" and "GBP" are to the lawful currency of the UK, all references to "US\$", "USD" and "U.S. Dollars" are to the lawful currency of the United States of America, all references to "€", "euro" and "EUR" are to the lawful currency of the member states of the European Union that have adopted or adopt the single currency in accordance with the Treaty establishing the European Community, as amended, and all references to "CNY" and "Renminbi" are to the lawful currency of mainland China, which excludes the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

In connection with the issue of any Tranche of Notes, the Dealer or Dealers (if any) which the Dealers have agreed is/are the Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) may, to the extent permitted by laws or regulations, over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes. Any stabilisation action or over-allotment must be conducted by the relevant Stabilisation Manager(s) (or person(s) acting on behalf of any Stabilisation Manager(s)) in accordance with the applicable laws and rules.

SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES

The Issuer is an English public limited company. Most of its directors and executive officers (and certain experts named in this Base Prospectus or in documents incorporated herein by reference) are resident outside the United States and a substantial portion of its assets and the assets of such persons are located outside the United States. As a result, it may not be possible for investors to effect service of process within the United States upon these persons or to enforce against them or the Issuer in U.S. courts judgments obtained in U.S. courts predicated upon the civil liability provisions of the federal securities laws of the United States. In addition, there is doubt as to enforceability in the English courts, in original actions or in actions for enforcement of judgments of U.S. courts, of liabilities predicated solely upon the federal securities laws of the United States. Awards of punitive damages in actions brought in the United States or elsewhere may not be enforceable in England. The enforceability of any judgment in England will depend on the particular facts of the case in effect at the time.

Overview of the Programme 1
Risk Factors5
Documents Incorporated by Reference22
Forms of Notes; Summary of Provisions relating to the Notes while in Global Form24
Clearing and Settlement32
Use of Proceeds35
Form of Final Terms36
Form of Pricing Supplement55
Terms and Conditions of the Notes73
Taxation162
Notice to Purchasers of 144A Notes and Transfer Restrictions 175
Subscription and Sale 177
General Information 184

OVERVIEW OF THE PROGRAMME

The following overview is a general description of the Programme, must be read as an introduction to this Base Prospectus, and is qualified in its entirety by the remainder of this Base Prospectus and the information incorporated by reference herein (and, in relation to any Tranche of Notes, the relevant Final Terms). Words and expressions defined in "Forms of Notes; Summary of Provisions relating to the Notes while in Global Form" or "Terms and Conditions of the Notes" below shall have the same meanings in this Overview of the Programme.

Issuer:	HSBC Bank plc
Risk Factors:	Investing in Notes issued under the Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its obligations under the Notes are discussed under "Risk Factors" below.
Arranger:	HSBC Bank plc
Dealers:	HSBC Bank plc, HSBC Continental Europe and any other Dealer appointed from time to time by the Issuer generally in respect of the Programme or in relation to a particular Tranche of Notes.
Trustee:	The Law Debenture Trust Corporation p.l.c.
European Principal Paying Agent, Registrar and Transfer Agent:	HSBC Bank plc
US Principal Paying Agent, Registrar and Transfer Agent:	HSBC Bank USA, National Association
Admission to Listing and Trading:	Applications have been made to admit Notes (other than Exempt Notes) issued under the Programme to listing on the Official List of the FCA and to trading on the Main Market of the London Stock Exchange. Any Tranche of Notes intended to be admitted to listing on the Official List of the FCA and admitted to trading on the Main Market will be so admitted to listing and trading upon submission to the FCA and the London Stock Exchange of the relevant Final Terms and any other information required by the FCA and the London Stock Exchange, subject in each case to the issue of the relevant Notes. The applicable Pricing Supplement in respect of the issue of any Exempt
	Notes will specify whether or not such Exempt Notes will be admitted to listing or trading on any stock exchanges and/or markets (other than the Main Market), if applicable. Application has been made for Exempt Notes issued under the Programme to be admitted to trading on the ISM. The ISM is a market designated for professional investors. Notes admitted to trading on the ISM are not admitted to the Official List of the FCA. The London Stock Exchange has not approved or verified the contents of this Base Prospectus.
Clearing Systems:	Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg") and/or, in relation to any Tranche of Notes, any other clearing system as may be specified in the relevant Final Terms (including The Depository Trust Company ("DTC")).

Issuance in Series:	All Notes will be issued in Series and each Series may comprise one or more Tranches of Notes. Subject as set out in the relevant Final Terms, all Notes issued pursuant to the Programme on the same date, denominated in the same currency, having the same maturity date, bearing interest, if any, on the same basis and issued on identical terms will constitute one Tranche of Notes.
Final Terms or Pricing Supplements:	Each Tranche of Notes will be issued on the terms set out in the Conditions as completed by the relevant Final Terms or Pricing Supplement.
Forms of Notes:	Notes may be issued in bearer form or in registered form.
Currencies:	Notes may be denominated in any currency, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements.
Status:	The Notes of each Series (other than Subordinated Notes) constitute direct, unsecured obligations of the Issuer, ranking pari passu without any preference among themselves and, at their Issue Date, ranking pari passu with all other unsecured and unsubordinated obligations of the Issuer other than any such obligations preferred by law.
	The Notes of each Series of Subordinated Notes constitute direct, unsecured obligations of the Issuer ranking pari passu without any preference among themselves. The rights of Holders of Subordinated Notes will, in the event of the winding up of the Issuer in England, (i) be subordinated in right of payment to the claims of Ordinary Creditors (as defined in the Trust Deed) in the manner provided in the Trust Deed and (ii) rank senior to the Issuer's ordinary shares, preference shares and any junior subordinated obligations or other securities of the Issuer which by law rank, or by their terms are expressed to rank, junior to the Subordinated Notes in the manner provided in the Trust Deed.
No set-off:	Claims in respect of any Notes or Coupons may not be set off, or be the subject of a counterclaim, by the Holder against or in respect of any obligations of his to the Issuer, the Trustee or any other person and every Holder waives, and shall be treated for all purposes as if he had waived, any right that he might otherwise have to set off, or to raise by way of counterclaim any claim of his in respect of any Notes or Coupons, against or in respect of any obligations of his to the Issuer, the Trustee or any other person.
Issue Price:	Notes may be issued at any price, as specified in the relevant Final Terms. The price and amount of Notes to be issued under the Programme will be determined by the Issuer and the relevant Dealer(s) at the time of issue in accordance with prevailing market conditions.
Specified Denominations:	Notes will be in denominations of at least EUR100,000 or the equivalent in any other Specified Currency as may be specified in the relevant Final Terms, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements.
Interest:	Notes may be interest-bearing or non-interest bearing. Interest (if any) may accrue at a fixed rate, a reset rate, a floating rate or a fixed-to-floating rate as specified in the relevant Final Terms.
Maturities:	Notes may have any maturity, subject to compliance with all applicable legal and/or regulatory and/or central bank requirements.

Redemption:	Notes may be redeemable at par or at such other redemption amount as may be specified in the relevant Final Terms on the Maturity Date specified in the relevant Final Terms.
Optional Redemption:	There will be no optional right to redeem Notes of any Series, except (i) for taxation reasons at the option of the Issuer; (ii) where the relevant Final Terms provide for early redemption at the option of the Issuer (including pursuant to the residual call option); (iii) where the relevant Final Terms provide for early redemption at the option of the Noteholders; and/or (iv) in the case of Subordinated Notes, where the relevant Final Terms provide for redemption at the option of the Issuer upon the occurrence of a Capital Disqualification Event, all as further specified in the Conditions and the relevant Final Terms, and subject to the conditions set out in Condition 6 (Redemption and Purchase; Substitution or Variation).
Substitution and Variation:	In the case of Subordinated Notes, if so specified in the relevant Final Terms, then following the occurrence of a Capital Disqualification Event in relation to the Existing Notes, the Issuer may, subject to the Conditions (without any requirement for the consent or approval of the Noteholders or the Trustee), either substitute all (but not some only) of such Existing Notes for, or vary the terms of such Existing Notes so that they remain or, as appropriate, become, Compliant Securities.
Enforcement:	In the case of any Notes other than Subordinated Notes, if default is made for a period of 14 days or more in the repayment of any principal or interest due on the Notes, then the Trustee may, and if so requested by the Holders of at least one-fifth in principal amount of such Notes then outstanding or if so directed by an Extraordinary Resolution of the Holders of such Notes (subject in each case to being indemnified and/or secured and/or pre-funded to its satisfaction) shall, give written notice to the Issuer that the Notes are immediately due and repayable, whereupon the principal amount of such Notes or such other amount as set out in the relevant Final Terms shall become immediately due and repayable together with interest accrued to (but excluding) the date of actual repayment, subject as further set out in the Conditions. In the case of any Subordinated Notes, if default is made for a period of 14 days or more in the repayment of any principal or interest due on the
	Notes, then the Trustee may, in order to enforce payment, institute proceedings for the winding up of the Issuer in England, subject as further set out in the Conditions.
Taxation:	All payments by the Issuer of principal and interest in respect of the Notes will be without withholding or deduction for or on account of any taxes, duties, assessments or governmental charges of whatever nature, present or future, as are imposed or levied by or on behalf of the UK (or any authority or political subdivision therein or thereof having power to tax) unless the withholding is required by law. In that event, the Issuer will, subject to customary exceptions as further set out in the Conditions, pay such additional amounts in respect of payments of interest and, in the case of Notes which are not Subordinated Notes only, principal as may be necessary in order that the net amounts received by the Noteholders after such withholding shall equal the respective amounts which would have been received by them in respect of the relevant payments of interest and, in the case of Notes which are not Subordinated Notes only, principal, in the absence of such withholding.
Governing Law:	English law

Ratings:	The Issuer is rated by S&P, Moody's and Fitch. Any rating applicable to any Series of Notes will be set out in the relevant Final Terms.
Selling Restrictions:	For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of offering material in the United States of America, the EEA, the UK, the Netherlands, Switzerland, mainland China, Hong Kong, Singapore, Japan and Taiwan, see "Subscription and Sale".

RISK FACTORS

Any investment in the Notes is subject to a number of risks. Prior to investing in the Notes, prospective investors should carefully consider risk factors associated with any investment in the Notes, the business of the Issuer and the industry in which it operates together with all other information contained in this Base Prospectus, including, in particular, the risk factors described below and the risk factors set out in the Issuer's registration document, incorporated by reference herein (the "Registration Document"). The Issuer considers such risk factors to be the principal risk factors that may affect the Issuer's ability to fulfil its obligations under the Notes and/or risk factors that are material for the purposes of assessing the market risk associated with the Notes. Terms and expressions in these risk factors shall, unless otherwise defined or unless the context requires otherwise have the same meaning and be construed in accordance with the Terms and Conditions (the "Conditions") of the Notes.

The following is not an exhaustive list or explanation of all risks which investors may face when making an investment in the Notes. Additional risks and uncertainties relating to the Issuer or the Notes that are not currently known to the Issuer, or that the Issuer currently deems immaterial, may individually or cumulatively also have a material adverse effect on the business, prospects, results of operations and/or financial position of the Issuer and its subsidiaries, the value of the Notes and, if any such risk should occur, the price of the Notes may decline and investors could lose all or part of their investment. Investors should consider carefully whether an investment in the Notes is suitable for them in light of the information in this Base Prospectus and their personal circumstances.

All references in this section to "Group" refer to HSBC Bank plc and its subsidiary undertakings, and all references to "HSBC Group" refer to HSBC Holdings plc ("HSBC Holdings") and its subsidiary undertakings.

Risks relating to the Issuer

The section entitled "Risk Factors" on pages 37 to 49 of the Issuer's Form 20-F dated 22 February 2024, as filed with the U.S. Securities and Exchange Commission ("SEC") (as set out at https://www.sec.gov/Archives/edgar/data/1140465/000114046524000013/hbeu-20231231.htm) (the "2023 Form 20-F"), as incorporated by reference herein on page 22, 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 the Notes.

Risks relating to specific features of Notes

A wide range of Notes may be issued under the Programme. A number of these Notes may have features which contain particular risks for potential investors. Set out below is a description of the most common features of such Notes:

Subordinated Notes – Limited rights of enforcement

The sole remedy in the event of any non-payment of principal or interest on the Subordinated Notes is for the Trustee to institute proceedings for the winding up of the Issuer in England and/or to prove in proceedings for the winding up of the Issuer instituted in England. The Trustee may not, however, declare the principal amount of any such Subordinated Note to be due and payable in the event of such non-payment other than if such proceedings for the winding up of the Issuer have been instituted.

Subordinated Notes – Status

Subordinated Notes are unsecured and subordinated obligations of the Issuer. In the event that a particular Tranche of Notes is specified as subordinated in the relevant Final Terms and the Issuer is declared insolvent and a winding up is initiated, the Issuer will be required to pay the holders of senior debt and meet its obligations to all its other creditors (including unsecured creditors but excluding any obligations in respect of subordinated debt) in full before it can make any payments on the relevant Notes. If this occurs, the Issuer may not have enough assets remaining after these payments to pay amounts due under the relevant Subordinated Notes.

Investment in the Notes is not equivalent to investment in a bank deposit

An investment in the Notes is not an equivalent to an investment in a bank deposit. Although an investment in the Notes (especially Subordinated Notes) may give rise to higher yields than a bank deposit placed with the Issuer, HSBC UK Bank plc or with any other investment firm in the HSBC Group, an investment in the Notes carries risks which are very different from the risk profile of such a deposit. The Notes are expected to have greater liquidity than a bank deposit since bank deposits are generally not transferable. However, the Notes may have no established trading market when issued, and one may never develop. See further under "There is no active trading market for the Notes".

The Notes are unsecured and (in the case of Subordinated Notes) subordinated obligations of the Issuer. Investments in Notes do not benefit from any protection provided pursuant to the UK law which implemented the Directive (2014/49/EU) of the European Parliament and of the Council on deposit guarantee schemes (such as the UK Financial Services Compensation Scheme). Therefore, if the Issuer becomes insolvent or defaults on its obligations, investors investing in the Notes could lose their entire investment in a worst case scenario.

In addition, the claims of investors in the Notes may be varied or extinguished pursuant to the exercise of powers under the Banking Act, including (with respect to Subordinated Notes) the "write-down and conversion of capital instruments and liabilities" power and (with respect to all Notes) the "bail-in" power (see further under "Applicable Bank Resolution Powers"), which could lead to investors in the Notes losing some or all of their investment. The write-down and conversion of capital instruments and liabilities power does not apply to ordinary bank deposits and the bail-in power must be applied in a specified preference order which would generally result in it being applied to the Notes prior to its being applied to bank deposits (to the extent that such deposits are subject to the bail-in power at all).

Notes subject to optional redemption by the Issuer

An optional redemption feature in relation to any Note is likely to limit its market value. During any period when the Issuer may, subject, in respect of Subordinated Notes only, to first having complied with any requirement under Condition 6(j) (Supervisory Consent), elect to redeem Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed. This may also be true prior to any redemption period.

The Issuer may be expected to redeem Notes when its cost of borrowing is lower than the interest rate on the Notes. At those times, an investor generally would not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the Notes being redeemed and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available at that time.

Furthermore, unless, in the case of any particular Series of Notes, the relevant Final Terms specify that the Notes are redeemable at the option of the Noteholders, Noteholders will have no right to request the redemption of the Notes and should not invest in the Notes in the expectation that the Issuer would exercise its option to redeem the Notes. Any decision by the Issuer as to whether it will exercise its option to redeem the Notes will be taken at the absolute discretion of the Issuer with regard to factors such as, but not limited to, the economic impact of exercising such option to redeem the Notes, any tax consequences, the regulatory capital/loss absorbing capacity requirements and the prevailing market conditions. Noteholders should be aware that they may be required to bear the financial risks of an investment in the Notes until maturity. In addition, to the extent that Notes are redeemed or purchased and cancelled in part, the number of Notes outstanding will decrease, which may result in a lessening of the liquidity of the Notes. A lessening of the liquidity of the Notes may cause, in turn, an increase in volatility associated with the price of the Notes.

Limitation on gross-up obligation under Subordinated Notes

The Issuer's obligation to pay additional amounts in respect of any withholding or deduction in respect of UK taxes under the terms of Subordinated Notes applies only to payments of interest due and paid under Subordinated Notes and not to payments of principal. As such, the Issuer would not be required to pay any additional amounts under the terms of Subordinated Notes to the extent any withholding or deduction applied to payments of principal. Accordingly, if any such withholding or deduction were to apply to any payments of principal under Subordinated Notes, Noteholders may receive less than the full amount due under such Subordinated Notes, and the market value of such Subordinated Notes may be adversely affected. Noteholders should note that principal for these purposes may include any payments of premium.

Notes issued at a substantial discount or premium

The market values of securities issued at a substantial discount to or premium above their principal amount tend to fluctuate more in relation to general changes in interest rates than do prices for conventional interestbearing securities. Generally, the longer the remaining term of the securities, the greater the price volatility as compared to conventional interest-bearing securities with comparable maturities.

Risks relating to interest provisions of the Notes, including benchmark reform and transition

Floating Rate Notes and Resettable Notes – regulation and reform of Benchmarks

The London Inter-Bank Offered Rate ("LIBOR"), the Euro Interbank Offered Rate ("EURIBOR") and other indices which are deemed "benchmarks" are the subject of ongoing national, international and other regulatory guidance and reform. Some of these reforms are already effective whilst others are yet to apply. These reforms may cause such "benchmarks" to perform differently than in the past, or to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any Notes linked to a "benchmark". For example, following an announcement by the FCA on 5 March 2021, (i) immediately after 31 December 2021, all sterling, euro, Swiss franc and Japanese yen settings, and the 1-week and 2-month U.S. Dollar settings, either ceased to be provided by any administrator or became unrepresentative of the relevant underlying market and (ii) immediately after 30 June 2023, the remaining U.S. Dollar settings ceased to be provided. The FCA has compelled the publication of the following LIBOR settings under an alternative "synthetic" methodology: 1-month, 3-month and 6-month U.S. Dollar LIBOR until 30 September 2024.

Regulation (EU) 2016/1011, as amended (the "EU Benchmarks Regulation") and the UK Benchmarks Regulation apply to the provision of benchmarks and the contribution of input data to a benchmark within the EU or the UK (as applicable) and prevent certain uses by EU or UK supervised entities (as applicable) of "benchmarks" of unauthorised administrators.

The EU Benchmarks Regulation and the UK Benchmarks Regulation, together with other international, national or other reforms or the general increased regulatory scrutiny of "benchmarks" could have a material impact on any Notes linked to a "benchmark". Such reforms could result in changes to the manner of administration of "benchmarks", with the result that such "benchmarks" may perform differently than in the past (and such changes could have the effect of reducing or increasing the rate or level or affecting the volatility of the published rate or level) or may have the effect of discouraging market participants from continuing to administer or contribute to certain benchmarks, trigger changes in the rules or methodologies used in certain benchmarks or lead to the discontinuance or unavailability of quotes for certain benchmarks.

A Benchmark Event or similar event could occur in relation to the Notes

Where Benchmark Replacement is specified as applicable in the relevant Final Terms or where Condition 4(e) (Benchmark Replacement) is otherwise applicable with respect to the Notes, a "Benchmark Event" (as defined in the Conditions) may occur in relation to the Notes in a number of scenarios, including:

• upon the elimination or potential elimination of any benchmark;
• where the administrator of a benchmark does not obtain authorisation/registration or is not able to rely on one of the regimes available to non-UK benchmarks;
• prolonged non-availability of any benchmark;
• changes in the manner of administration of certain benchmarks; and/or
• certain other events determined by the Issuer in accordance with the Conditions to constitute Benchmark Events.

The occurrence of a Benchmark Event in relation to the Notes could result in the determination by an Independent Adviser of a Successor Rate or an Alternative Reference Rate or Adjustment Spread in accordance with the Conditions. If the Issuer is unable to appoint an Independent Adviser or if an Independent Adviser appointed by it fails to determine a Successor Rate or an Alternative Reference Rate or Adjustment Spread in accordance with the Conditions, the Issuer may exercise its discretion to determine (or to elect not to determine) a Successor Rate or an Alternative Reference Rate or Adjustment Spread, if applicable.

In connection with the determination of a Successor Rate or an Alternative Reference Rate or Adjustment Spread in relation to such Notes, the Independent Adviser or the Issuer (in consultation, to the extent practicable, with the Calculation Agent) may also specify changes to the Conditions, including but not limited to the Relevant Time, Relevant Financial Centre, Reference Banks, Leading Banks, Day Count Fraction, Business Day Convention, Business Days and/or Interest Determination Date applicable to the Notes, and the method for determining the fallback rate in relation to the Notes, in order to follow market practice in relation to the Successor Rate, the Alternative Reference Rate (as applicable) and/or the Adjustment Spread, which changes shall apply to the Notes for all future Interest Periods.

The above determinations may require the exercise of discretion and the making of subjective judgments by the Issuer or an Independent Adviser, as applicable.

In circumstances where, following a Benchmark Event, it is not possible for an Independent Adviser or the Issuer (as applicable) to determine a Successor Rate or an Alternative Reference Rate, the floating interest rate on the Floating Rate Notes may accrue at the same rate as the immediately preceding Interest Period (or, in the case of the initial Interest Period, the initial interest rate), effectively converting the Floating Rate Notes (during the Interest Period) into fixed rate instruments.

In addition to this, for Floating Rate Notes which reference the BBSW Rate, a Permanent Discontinuation Trigger or Temporary Disruption Trigger may occur in relation to the Notes, which could lead to the adjustment of the interest provisions on such Notes, including for the interest rate to be calculated by reference to a replacement benchmark (which replacement benchmark could potentially include the Australian dollar interbank overnight cash rate ("AONIA")). A Temporary Disruption Trigger or a Permanent Discontinuation Trigger may occur in a number of circumstances, including where there is an obvious error in the BBSW Rate, an actual or potential discontinuation of the BBSW Rate or it becoming unlawful for the Issuer or the Calculation Agent to use the BBSW Rate.

More generally, although adjustment spreads (which may be a positive or negative value or zero and may be determined pursuant to a formula or methodology) may be applied to a Successor Rate, an Alternative Reference Rate or a replacement benchmark (as the case may be), the application of such adjustment spreads may not reduce or eliminate any economic prejudice or benefits (as applicable) to investors arising out of the replacement of the relevant benchmark used to calculate interest in respect of the Notes.

The circumstances which can lead to the trigger of a Benchmark Event, Permanent Discontinuation Trigger or Temporary Disruption Trigger are beyond the Issuer's control and the subsequent use of a Successor Rate, an Alternative Reference Rate or (as applicable) replacement benchmark following any of such events may result in changes to the Conditions and/or interest payments that are lower than or that do not otherwise correlate over time with the payments that could have been made on such Notes if the relevant benchmark remained available in its current form. Any such consequence could have a material adverse effect on the value of and return on any such Notes.

The market continues to develop in relation to near risk free rates which may be reference rates for Floating Rate Notes

To avoid the problems associated with the potential manipulation and financial stability risks of interbank offered rates ("IBORs"), regulatory authorities in a number of key jurisdictions are requiring financial markets to transition away from IBORs to near risk free rates ("RFRs") which exclude the element of interbank lending. RFRs may differ from IBORs in a number of material respects. In particular, in the majority of relevant jurisdictions, the chosen RFR is an overnight rate (for example, the Sterling Overnight Index Average ("SONIA") in respect of GBP, the Secured Overnight Financing Rate ("SOFR") in respect of USD, the euro short-term rate, ("€STR") in respect of EUR, the Singapore Overnight Rate Average ("SORA") in respect of SGD, the Swiss Average Rate Overnight ("SARON") in respect of CHF, the Canadian Overnight Repo Rate Average ("CORRA") in respect of CAD and the Hong Kong Dollar Overnight Index Average ("HONIA") in respect of HKD), with the interest rate for a relevant period calculated on a backward looking (compounded or simple weighted average) basis, rather than on the basis of a forward looking term. As such, investors should be aware that RFRs may behave materially differently from LIBOR, EURIBOR and other IBORs as interest reference rates for the Notes. Furthermore, SOFR is a secured rate that represents overnight secured funding transactions, and therefore will perform differently over time to an unsecured rate.

Investors should also be aware that the market continues to develop in relation to RFRs such as SONIA, SOFR, €STR, SORA, SARON, CORRA and HONIA as reference rates in the capital markets. In particular, market participants and relevant working groups are still exploring alternative reference rates based on SONIA, SOFR, €STR, SORA, SARON, CORRA and HONIA including various ways to produce term versions of risk-free rates (which seek to measure the market's forward expectation of an average of such rates over a designated term).

The market or a significant part thereof (including the Issuer) may adopt an application of SONIA, SOFR, €STR, SORA, SARON, CORRA and HONIA and/or any other RFR that differs significantly from that set out in the Conditions (including in relation to fallbacks in the event that such rates are discontinued or fundamentally altered) and used in relation to Floating Rate Notes referencing any such RFR issued under this Programme.

Since RFRs are relatively new in the market, Notes linked to such rates may have no established trading market when issued, and an established trading market may never develop or may not be very liquid. Market terms for debt securities linked to SONIA, SOFR, €STR, SORA, SARON, CORRA, HONIA and/or any other RFR, such as the spread over the relevant rate reflected in interest rate provisions, may evolve over time, and trading prices of the Notes linked to SONIA, SOFR, €STR, SORA, SARON, CORRA, HONIA and/or any other RFR may be lower than those of later-issued debt securities linked to the same rate as a result.

In addition, the manner of adoption or application of SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA rates in the Eurobond markets may differ materially compared with the application and adoption of such rates in other markets, such as the derivatives and loan markets. Investors should carefully consider how any mismatch between the adoption of such rates across these markets may impact any hedging or other financial arrangements which they may put in place in connection with any acquisition, holding or disposal of any Notes referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA. Investors should consider these matters when making their investment decision with respect to any such Notes.

Historical levels are not an indication of its future levels

Hypothetical or historical performance data and trends are not indicative of, and have no bearing on, the potential performance of RFRs and therefore Noteholders should not rely on any such data or trends as an indicator of future performance. Daily changes in RFRs have, on occasion, been more volatile than daily changes in comparable benchmark or market rates. As a result, the return on and value of debt securities linked to RFRs may fluctuate more than floating rate securities that are linked to less volatile rates. The future performance of any RFR is impossible to predict, and therefore no future performance of any RFR should be inferred from any hypothetical or historical data or trends.

Calculation of Rate of Interest based on RFRs are only capable of being determined at the end of the relevant Interest Period

Interest on Notes which reference SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA is only capable of being determined at the end of the relevant Interest Period and immediately prior to the relevant Interest Payment Date. It may be difficult for investors in Notes that reference such ratesto reliably estimate the amount of interest that will be payable on such Notes. Further, if the Notes become due and payable under Condition 9 (Enforcement), the Rate of Interest applicable to the Notes shall be determined on the date the Notes became due and payable and shall not be reset thereafter.

Investors should consider these matters when making their investment decision with respect to any such Notes.

The Issuer has no control over the determination, calculation or publication of SONIA, SOFR, €STR, SORA, SARON, CORRA, or HONIA

The Issuer has no control over the determination, calculation or publication of SONIA, SOFR, €STR, SORA, SARON, CORRA, or HONIA. There can be no guarantee that such rates will not be discontinued, suspended or fundamentally altered in a manner that is materially adverse to the interests of investors in Floating Rate Notes linked to the relevant rate. In particular, the Bank of England, the Federal Reserve Bank of New York, the European Central Bank, the Monetary Authority of Singapore, the SIX Swiss Exchange AG, the Bank of Canada or the Treasury Markets Association, as administrators of SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA respectively, may make methodological or other changes that could change the value of these RFRs, including changes related to the method by which such RFRs are calculated, eligibility criteria applicable to the transactions used to calculate such rates, or timing related to the publication of such rates. An administrator has no obligation to consider the interests of Noteholders when calculating, adjusting, converting, revising or discontinuing any such RFR.

If the manner in which SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA is calculated is changed, that change may result in a reduction of the amount of interest payable on such Notes and the trading prices of such Notes.

SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA may be modified or discontinued

In relation to SONIA, €STR, SORA, SARON, CORRA or HONIA such modification or discontinuation may constitute (as applicable) a Benchmark Event, an Index Cessation Event or an Administrator/Benchmark Event. Where an applicable Benchmark Event occurs, this would have the impact that is described above in the risk factor entitled "A Benchmark Event could occur in relation to the Notes". If an Index Cessation Event or an Administrator/Benchmark Event occurs, this may result in the relevant RFR applicable to the Notes being replaced with a rate which has been recommended as a replacement for that RFR by a relevant government or regulatory body or committee. These replacement rates are uncertain and no market convention currently exists, or may ever exist for their determination. In the event that the relevant replacement rate is not available, or if an Index Cessation Event or an Administrator/Benchmark Event subsequently occurs with respect to the relevant replacement rate, then the rate applicable to the Notes may be determined by reference to a further fallback rate, which may be an official central bank rate or (in the case of Notes which have a Reference Rate of SORA or HONIA) be determined in accordance with the benchmark replacement provisions set out in Condition 4(e) (Benchmark Replacement). In each of these circumstances, the Issuer may without the consent of the Noteholders be entitled to make conforming changes to the Conditions relating to the calculation and determination of interest to give effect to the relevant replacement rate in a manner that may be materially adverse to the interest of investors in the Notes.

In relation to SOFR, such modification or discontinuation may result in the rate applicable to the Notes being replaced with a successor or equivalent rate selected or recommended by the relevant governmental body, an overnight funding rate or a rate determined by reference to ISDA provisions relating to SOFR. These alternative rates are uncertain and no market convention currently exists, or may ever exist, for their determination. Further, in such circumstances the Issuer (in consultation with its designee) may, without the consent of Noteholders be entitled to make conforming changes to the Conditions relating to the calculation and determination of interest to give effect to such replacement rate in a manner that may be materially adverse to the interests of investors in Floating Rate Notes linked to SOFR.

Any of the above-mentioned determinations may require the exercise of discretion and the making of subjective judgments. If it is not possible to determine a successor or other fallback rate in accordance with the relevant provisions in the Conditions, the floating interest rate on the Floating Rate Notes may accrue at the same rate as the immediately preceding Interest Period (or, in the case of the initial Interest Period, the initial interest rate), effectively converting the Floating Rate Notes (during the Interest Period) into fixed rate instruments.

The circumstances which can lead to the trigger of a Benchmark Event, Index Cessation Event, Administrator/Benchmark Event, SOFR Transition Event or a SOFR Index Cessation Event are beyond the Issuer's control and the subsequent use of a replacement rate following any such event may result in changes to the Conditions and/or interest payments that are lower than or that do not otherwise correlate over time with the payments that could have been made on any such Notes if the relevant RFR remained available in its current form. Any such consequence could have a material adverse effect on the value of and return on any such Notes.

Resettable Notes

In the case of any Series of Resettable Notes, the rate of interest on such Resettable Notes will be reset by reference to the then prevailing Resettable Note Reference Rate, as adjusted for any applicable margin, on the reset dates specified in the relevant Final Terms. This is more particularly described in Condition 3(b)

(Interest on Resettable Notes). The reset of the rate of interest in accordance with such provisions may affect the secondary market for, and the market value of, such Resettable Notes. Following any such reset of the rate of interest applicable to the Notes, the First Reset Rate of Interest or any Subsequent Reset Rate of Interest on the relevant Resettable Notes may be lower than the Initial Rate of Interest, the First Reset Rate of Interest and/or any previous Subsequent Reset Rate of Interest.

Risks relating to Notes generally

Applicable Bank Resolution Powers

Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms (as amended, supplemented or replaced from time to time, the "BRRD") provides an EUwide framework for the recovery and resolution of credit institutions and their parent companies and other group companies. The BRRD is designed to provide relevant authorities with a set of tools to intervene sufficiently early and quickly in an unsound or failing institution so as to ensure the continuity of the institution's critical financial and economic functions, while minimising the impact of an institution's failure on the economy and financial system. In the UK, the Banking Act has implemented the majority of the provisions of the BRRD, and was amended by, amongst other statutory instruments, The Bank Recovery and Resolution (Amendment) (EU Exit) Regulations 2020, which implement into UK law certain of the recent amendments to BRRD which were required to be implemented prior to IP Completion Day (as defined in the EUWA).

Statutory Intervention Powers

The Issuer is subject to the Banking Act which gives wide powers in respect of UK banks and their parent and other group companies to His Majesty's Treasury ("HM Treasury"), the Bank of England, the Prudential Regulation Authority and/or the FCA (each a "relevant UKRA") in circumstances where a UK bank has encountered or is likely to encounter financial difficulties. These powers include powers to: (a) transfer all or some of the securities issued by a UK bank or its parent, or all or some of the property, rights and liabilities of a UK bank or its parent (which would include Notes issued by the Issuer under the Programme), to a commercial purchaser or, in the case of securities, to HM Treasury or an HM Treasury nominee, or, in the case of property, rights or liabilities, to an entity owned by the Bank of England; (b) override any default provisions, contracts, or other agreements, including provisions that would otherwise allow a party to terminate a contract or accelerate the payment of an obligation; (c) commence certain insolvency procedures in relation to a UK bank; and (d) override, vary or impose contractual obligations, for reasonable consideration, between a UK bank or its parent and its group undertakings (including undertakings which have ceased to be members of the group), in order to enable any transferee or successor bank of the UK bank to operate effectively. The Banking Act also gives power to HM Treasury to make further amendments to the law for the purpose of enabling it to use the special resolution regime powers effectively, potentially with retrospective effect.

Power to reduce Noteholders' claims

The powers granted to the relevant UKRA also include powers to vary or extinguish the claims of certain creditors. These powers include a "write-down and conversion of capital instruments and liabilities" power and a "bail-in" power.

The write-down and conversion of capital instruments and liabilities power may be used where the relevant UKRA has determined that the institution concerned has reached the point of non-viability, but that no bailin of instruments other than capital instruments or (where the institution concerned is not a resolution entity) certain internal non-own funds liabilities ("relevant internal liabilities") is required (however the use of the write-down and conversion power does not preclude a subsequent use of the bail-in power) or where the conditions to resolution are met. Any write-down or conversion effected using this power must be carried out in a specific order such that common equity must be written off, cancelled or appropriated from the existing shareholders in full before additional tier 1 instruments are affected, additional tier 1 instruments must be written off or converted in full before tier 2 instruments are affected and (in the case of a non-resolution entity, such as the Issuer) tier 2 instruments must be written off or converted in full before relevant internal liabilities are affected. Where the write-down and conversion of capital instruments and liabilities power is used, the write-down is permanent and investors receive no compensation (save that common equity tier 1 instruments may be required to be issued to holders of written-down instruments). The write-down and conversion of capital instruments and liabilities power is not subject to the "no creditor worse off" safeguard (unlike the bail-in power described below). The write-down and conversion of capital instruments and liabilities power could be exercised in relation to Subordinated Notes (but not other Notes) issued under the Programme.

The bail-in power gives the relevant UKRA the power to cancel all or a portion of the principal amount of, or interest on, certain unsecured liabilities (which could include the Notes) of a failing financial institution or its holding company, to convert certain debt claims (which could be amounts payable under the Notes) into another security, including ordinary shares of the surviving entity or its holding company, if any and/or to amend or alter the terms of such claims, including the maturity of the Notes or amendment of the amount of interest payable on the Notes, or the date on which interest becomes payable, including by suspending payment for a temporary period. The Banking Act requires the relevant UKRA to apply the bail-in power in accordance with a specified preference order which differs from the ordinary insolvency order. In particular, the relevant UKRA must write-down or convert debts in the following order: (i) additional tier 1, (ii) tier 2, (iii) other subordinated claims and (iv) certain senior claims. As a result, Subordinated Notes which qualify as capital instruments may be fully or partially written down or converted even where other subordinated debt that does not qualify as capital is not affected. This could effectively subordinate such Notes to the Issuer's other subordinated indebtedness that is not additional tier 1 or tier 2 capital in the event that the bail-in power is applied by the relevant UKRA. The claims of some creditors whose claims would rank equally with those of the Noteholders may be excluded from bail-in. The more of such creditors there are, the greater will be the impact of bail-in on the Noteholders. The bail-in power is subject to the "no creditor worse off" safeguard, under which any shareholder or creditor which receives less favourable treatment following the exercise of the bail-in power than they would have, had the institution entered into insolvency may be entitled to compensation.

Moreover, pursuant to the exercise of the bail-in power, any securities that may be issued to Noteholders upon conversion of the Notes may not meet the listing requirements of any securities exchange, and the Issuer's outstanding listed securities may be delisted from the securities exchanges on which they are listed. Any securities that Noteholders receive upon conversion of such Notes (whether debt or equity) may not be listed for at least an extended period of time, if at all, or may be on the verge of being delisted by the relevant exchange. Additionally, there may be limited, if any, disclosure with respect to the business, operations or financial statements of the issuer (which may be an entity other than the Issuer) of any securities issued upon conversion of such Notes, or the disclosure with respect to any existing issuer may not be current to reflect changes in the business, operations or financial statements as a result of the exercise of the bail-in power.

Furthermore, Noteholders may have only limited rights to challenge and/or seek a suspension of any decision of the relevant UKRA to exercise the bail-in power (or any of its other resolution powers) or to have that decision reviewed by a judicial or administrative process or otherwise.

Although the exercise of the bail-in power under the Banking Act is subject to certain pre-conditions, there remains uncertainty regarding the specific factors (including, but not limited to, factors outside the control of the Issuer or not directly related to the Issuer) which the relevant UKRA would consider in deciding whether to exercise such power with respect to the Issuer and its securities (including the Notes). Moreover, as the relevant UKRA may have considerable discretion in relation to how and when it may exercise such power, holders of the Issuer's securities may not be able to refer to publicly available criteria in order to anticipate a potential exercise of such power and consequently its potential effect on the Issuer and its securities. In some circumstances, the relevant UKRA may decide to apply a deferred bail-in, where liabilities are not written down at the start of the resolution but are transferred to a depositary to hold during the bail-in period, with the terms of the write-down being determined at a later point in the bail-in period. Accordingly, it is not yet possible to assess the full impact of the exercise of the bail-in power pursuant to the Banking Act or otherwise on the Issuer.

Powers to direct restructuring of the Issuer and its subsidiaries

As well as a write-down and conversion of capital instruments and liabilities power and a bail-in power, the powers of the relevant UKRA under the Banking Act include the power to (i) direct the sale of the relevant financial institution or the whole or part of its business on commercial terms without requiring the consent of the shareholders or complying with the procedural requirements that would otherwise apply, (ii) transfer all or part of the business of the relevant financial institution to a "bridge institution" (an entity created for such purpose that is wholly or partially in public control) and (iii) separate assets by transferring impaired or problem assets to one or more publicly owned asset management vehicles to allow them to be managed with a view to maximising their value through eventual sale or orderly wind-down (this can be used together with another resolution tool only). In addition, the Banking Act gives the relevant UKRA power to amend the maturity date and/or any interest payment date of debt instruments or other eligible liabilities of the relevant financial institution, impose a temporary suspension of payments, discontinue the listing and admission to trading of debt instruments and/or transfer securities of the relevant financial institution to a third party appointed by the Bank of England.

The exercise by the relevant UKRA of any of the above powers under the Banking Act may limit the Issuer's capacity to meet its repayment obligations under the Notes and the exercise of any such powers (including especially the write-down and conversion of capital instruments power and the bail-in power) could lead to the holders of the Notes losing some or all of their investment.

Moreover, trading behaviour in relation to the securities of the Issuer (including the Notes), including market prices and volatility, may be affected by the use of, or any suggestion of the use of, these powers and accordingly, in such circumstances, the Notes are not necessarily expected to follow the trading behaviour associated with other types of securities. There can be no assurance that the taking of any actions under the Banking Act by the relevant UKRA or the manner in which its powers under the Banking Act are exercised will not materially adversely affect the rights of holders of the Notes, the market value of an investment in the Notes and/or the Issuer's ability to satisfy its obligations under the Notes.

Although the Banking Act also makes provision for public financial support to be provided to an institution in resolution subject to certain conditions, it provides that the financial public support should only be used as a last resort after the relevant UKRA has assessed and exploited, to the maximum extent practicable, all the resolution tools, including the bail-in power. Accordingly, it is unlikely that investors in the Notes will benefit from such support even if it were provided.

No restriction on the amount or type of further securities or indebtedness that the Issuer or its subsidiaries may issue, incur or guarantee

Subject to complying with applicable regulatory requirements in respect of the Group's leverage and capital ratios, there is no restriction on the amount or type of further securities or indebtedness that the Issuer or its subsidiaries may issue, incur or guarantee, as the case may be, that rank senior to, or pari passu with, the Notes. The issue or guaranteeing of any such further securities or indebtedness may reduce the amount recoverable by Noteholders on a liquidation or winding-up of the Issuer and may limit the Issuer's ability to meet its obligations under the Notes. In addition, the Notes do not contain any restriction on the Issuer issuing securities that may have preferential rights to the Notes or securities with similar or different provisions to those described herein.

Change of law

The Conditions of the Notes are based on English law in effect as at the date of issue of the relevant Notes. No assurance can be given as to the impact of any possible judicial decision or change to English law or administrative practice after the date of this Base Prospectus. Such changes in law may include changes in statutory, tax and regulatory regimes during the life of the Notes, which may have an adverse effect on an investment in the Notes.

In addition, any change in law or regulation which would trigger any of the limbs in Condition 6(b) (Redemption for Taxation Reasons) or (in the case of Subordinated Notes) a Capital Disqualification Event would entitle the Issuer, at its option (subject to the Issuer having complied with any requirements under Condition 6(j) (Supervisory Consent)), to redeem the Notes, in whole but not in part, as provided under Conditions 6(b) (Redemption for Taxation Reasons) or 6(i) (Redemption upon Capital Disqualification Event), as applicable.

Such legislative and regulatory uncertainty could also affect an investor's ability to accurately value the Notes and, therefore, affect the trading price of the Notes given the extent and impact on the Notes that one or more regulatory or legislative changes, including those described above, could have on the Notes.

The financial services industry has been and continues to be the focus of significant regulatory change and scrutiny. In addition, the UK's withdrawal from the EU continues to create significant political, regulatory and macroeconomic uncertainty. For instance, while the UK's withdrawal from the EU does not affect the validity of the Banking Act (through which BRRD was implemented), UK and EU law have diverged with respect to certain aspects of recovery and resolution, as well as regulatory capital requirements, and may diverge further, particularly as a result of the enactment of the Financial Services and Markets Act 2023 on 29 June 2023, which gives HM Treasury powers to revoke EU-derived laws (known as "retained EU laws" or "REUL" before the end of 2023 and as of 1 January 2024, known as "assimilated law") related to financial services (including the UK CRR) and replace such laws with a new UK legislative framework. HM Treasury, along with the UK FCA and PRA, have been consulting on the new UK legislative framework. HM Treasury and the PRA are expected to publish consultations, along with draft legislation and rules, on a number of matters relating to the repeal and replacement of UK CRR throughout 2024, the outcomes of which are likely to have effect over the next few years.

Any significant changes in financial services regulation, including through powers derived from the Financial Services and Markets Act 2023, may adversely affect the Group's business, financial performance, capital and risk management strategies. Such regulatory changes and the resulting actions taken to address such regulatory changes may include higher capital and additional loss absorbency requirements and increased powers of competent authorities which together may have an adverse impact on the Group's, and may therefore affect the Issuer's performance and financial condition. It is not possible to predict changes to legislation or regulatory rulemaking or the ultimate consequences of any such changes to the Group or the Noteholders, which could be material to the rights of Noteholders and/or the ability of the Issuer to satisfy its obligations under the Notes.

The Notes may be redeemed prior to maturity

In the event that (a) pursuant to Condition 7 (Taxation) the Issuer would be obliged to increase the amounts payable in respect of any Tranche of Notes due to any withholding or deduction for or on account of, any present or future taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of the UK or any political subdivision thereof or any authority therein or thereof having power to tax, or (b) (unless the relevant Final Terms specify otherwise) the interest payments (or funding costs of the Issuer as recognised in its accounts) under or with respect to the Notes are no longer fully deductible for UK corporation tax purposes, the Issuer may redeem all outstanding Notes of such Tranche in accordance with the Conditions, subject to, with respect to Subordinated Notes only, first having complied with any requirement under Condition 6(j) (Supervisory Consent).

Subject in each case to the Issuer having complied with any requirements under Condition 6(j) (Supervisory Consent), if Condition 6(i) (Redemption upon Capital Disqualification Event) is specified as being applicable in the relevant Final Terms, Subordinated Notes may be redeemed at the option of the Issuer if there are changes in the applicable regulatory capital requirements.

Where Notes of any Series qualify in whole or in part as Tier 2 own funds instruments under the UK CRR (as defined in the Conditions), and if such Notes are redeemable prior to maturity at the Issuer's option in any of the circumstances described above, the Issuer is required under the UK CRR to obtain the prior permission of the Prudential Regulation Authority to effect the call, redemption, repayment or repurchase of such Notes prior to the date of their scheduled maturity.

Credit ratings may not reflect all risks; effect of reductions in credit ratings

One or more independent credit rating agencies may assign credit ratings to the Issuer and to any Series of Notes. Such credit ratings may not reflect the potential impact of all risks related to structure, market, risk factors discussed herein or other factors that may affect the value of the Notes, including risks relating to the current macroeconomic environment, the Russia-Ukraine war and the Israel-Hamas war and potential further escalations. Accordingly, an investor may suffer losses if the credit rating assigned to any Notes does not reflect the true credit risks relating to such Notes. A credit rating is not a recommendation to buy, sell or hold Notes and may be revised or withdrawn by the relevant rating agency at any time.

There can be no assurance that rating agencies will maintain the current ratings or outlook assigned to the Issuer or any Notes. Additionally, any uncertainty about the extent of any anticipated changes to the credit ratings assigned to the Issuer or the Notes may adversely affect the market value of the Notes.

The value of any Notes may be affected, in part, by investors' general appraisal of the Issuer's creditworthiness. Such perceptions are generally influenced by credit ratings. Real or expected downgrades, suspensions or withdrawals of, or changes in the methodology used to determine, credit ratings accorded to any securities of the Issuer, including the Notes, or to the Issuer's debt securities generally, by any credit rating agency, could result in a reduction of the trading value of the Notes.

The Notes may be assigned a credit rating below investment grade in the future, in which case the Notes will be subject to the risks associated with non-investment grade securities.

Rating agencies may adopt methodology changes that may result in their assigning to the Notes credit ratings which are below investment grade. If the Notes are not considered to be investment grade securities, they will be subject to a higher risk of price volatility than higher-rated securities. Furthermore, increases in leverage or deteriorating outlooks for the Issuer or volatile markets could lead to a significant deterioration in market prices of below-investment grade rated securities.

Modification, waiver and substitution

The Conditions of the Notes contain provisions for calling meetings of Noteholders to consider matters affecting their interests generally. These provisions permit defined majorities to bind all Noteholders including Noteholders who did not attend and vote at the relevant meeting and Noteholders who voted in a manner contrary to the majority.

The Notes permit the substitution of an affiliate of the Issuer as principal debtor in respect of the Notes, subject to a guarantee of the Issuer and certain other conditions (as set out in the Trust Deed) being satisfied.

In relation to instruments issued in global form, investors will have to rely on the procedures of the applicable clearing system for transfer, payment and communication with the Issuer

Notes issued under the Programme may be represented by instruments in global form (as further described in the section entitled "Forms of Notes; Summary of Provisions Relating to the Notes while in Global Form").

While Notes are represented by instruments in global form the Issuer will discharge its payment obligations under such Notes by making payments through the applicable clearing system for distribution to their respective account holders. A holder of an interest in an instrument in global form must rely on the procedures of the relevant clearing system to receive payments under the relevant Notes. The Issuer has no responsibility or liability for the records relating to, or payments made in respect of, interests in global instruments.

Holders of interestsin instruments in global form will not have a direct right to vote in respect of the relevant Notes. Instead, such holders will be permitted to act only to the extent that they are enabled by the relevant clearing system to appoint appropriate proxies under and in accordance with the rules of such clearing system.

There is no active trading market for the Notes

Any Series of Notes issued under the Programme will be new securities which may not be widely distributed and for which there is currently no active trading market (even where, in the case of any particular Tranche, such Tranche is to be consolidated with and form a single series with a Tranche of Notes which is already issued). If the Notes are traded after their initial issuance, they may trade at a discount to their initial offering price, depending upon prevailing interest rates, the market for similar securities, general economic conditions and the financial condition of the Issuer and existing liquidity arrangements (if any) might not protect Noteholders from having to sell the Notes at substantial discounts to their principal amount in case of financial distress of the Issuer. Although application has been made for Notes issued under the Programme to be admitted to the Official List of the FCA and to trading on the London Stock Exchange or to be admitted to trading on the ISM, there is no assurance that such application will be accepted, that any particular Tranche of Notes will be so admitted, that an active trading market will develop or that any listing or admission to trading will be maintained. In addition, if the Notes cease to be listed on the stock exchange on which they were admitted to trading, certain investors may not continue to hold or invest in the Notes. In addition, the ability of the Dealers to make a market in the Notes may be impacted by changes in regulatory requirements applicable to the marketing, holding and trading of, and issuing quotations with respect to, the Notes. Accordingly, there is no assurance as to the development or liquidity of any trading market for any particular Tranche of Notes. If a market does develop, it may not be very liquid and such liquidity may be sensitive to changes in financial markets.

It is not possible to predict whether any trading market for the Notes will develop or, if it does, the price at which Notes will trade in the secondary market or whether such market will be liquid or illiquid. If any Notes are not listed or traded on any exchange, pricing information for the Notes may be more difficult to obtain and the liquidity of the Notes may be adversely affected. Also, to the extent that Notes are redeemed or purchased and cancelled, the number of Notes outstanding will decrease, resulting in a lessening of the liquidity of the Notes. A lessening of the liquidity of the Notes may cause, in turn, an increase in the volatility associated with the price of the Notes. To the extent that there is no liquid market in the Notes, an investor may have to wait until the redemption of such Notes in order to realise the value of their investment and, as such, an investor should proceed on the assumption that he may have to bear the economic risk of an investment in the Notes until the maturity date of the Notes.

The Issuer and any person directly or indirectly connected with the Issuer may, but is not obliged to, at any time purchase Notes at any price in the open market or otherwise. Such Notes may be held, reissued or, at the option of the Issuer, cancelled.

Notes with multiple Denominations

Where the Notes of a Series issued under the Programme are specified as having a denomination consisting of a minimum specified denomination plus a higher integral multiple of another smaller amount, it is possible that such Notes may be traded in the clearing systems in amounts in excess of the minimum specified denomination that are not integral multiples of the minimum specified denomination. In such a case, should Notes in definitive form be required to be issued, Noteholders who, as a result of trading such amounts, hold a principal amount that is less than the minimum specified denomination may not receive a Note in definitive form in respect of such holding and would need to purchase a principal amount of Notes such that their holding amounts to, or is in excess of, the minimum specified denomination.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes in the Specified Currency. This presents certain risks relating to currency conversions if an investor's financial activities are denominated principally in a currency or currency unit (the "Investor's Currency") other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor's Currency) and the risk that authorities with jurisdiction over the Investor's Currency may impose or modify exchange controls. An appreciation in the value of the Investor's Currency relative to the Specified Currency would decrease (A) the Investor's Currency equivalent yield on the Notes; (B) the Investor's Currency equivalent value of the principal payable on the Notes; and (C) the Investor's Currency equivalent market value of the Notes.

Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal.

Potential conflicts of interest

Certain affiliates of the Issuer may from time to time be the counterparty to the hedge of the Issuer's obligations under an issue of Notes or may be the calculation agent responsible for making determinations and calculations in connection with the Notes. Accordingly, certain conflicts of interest may arise both amongst the Issuer or these affiliates and between the interests of the Issuer or these affiliates and the interests of holders of Notes.

Risks relating to Green Bonds

The use of proceeds of the Notes may not meet investor expectations or requirements.

In relation to Tranches of Notes which are specified in the relevant Final Terms as being "Green Bonds" (hereinafter referred to as "Green Bonds"), the Issuer will exercise its judgement and sole discretion in determining the businesses and projects that satisfy certain eligibility requirements that purport to promote green initiatives ("Green Assets") and will be allocated against an amount equivalent to the net proceeds of the Notes. If the use of the proceeds of the Notes is a factor in an investor's decision to invest in the Notes, they should consider the disclosure in "Use of Proceeds" below and/or and in the relevant Final Terms relating to any specific Tranche of Notes and consult with their legal or other advisers before making an investment in the Notes. Furthermore, there is no contractual obligation to allocate such funding to finance eligible businesses and projects or to provide annual progress reports, as described in "Use of Proceeds" below and/or and in the relevant Final Terms. The Issuer's failure to so allocate or report, the failure of any of the businesses and projects funded with an amount equivalent to the net proceeds from the Notes to meet a specific framework or the failure of external assurance providers to opine on the Green Assets conformity with a specific framework, will not constitute a Default (as defined in the Trust Deed) with respect to the Notes and may affect the value of the Notes and/or have adverse consequences for certain investors with portfolio mandates to invest in Green Assets, which may in turn affect the liquidity of the Notes. Furthermore, any such failure will not lead to an obligation of the Issuer to redeem such Notes.

In addition, any such failure will not affect the qualification of the Subordinated Notes as Tier 2 capital, in each case for the purposes of and in accordance with, the Applicable Rules. Green Bonds may be either Subordinated Notes or not Subordinated Notes, as specified in the relevant Final Terms, with a specific use of proceeds. As such, they are issued on the terms and conditions applicable to either Subordinated Notes or not Subordinated Notes, respectively, as set out in this Base Prospectus and completed by the relevant Final Terms. The Green Bonds are intended to qualify as Tier 2 capital in the case of Subordinated Notes for the purposes of, and in accordance with the eligibility criteria and requirements of, the Applicable Rules. The Green Bonds will be subject to the exercise of the statutory write-down and conversion of capital instruments and liabilities power (in the case of Subordinated Notes) and the bail-in power, as the case may be, and in general to the powers that may be exercised by the relevant UKRA, to the same extent and with the same ranking as any other equivalent Notes which are not Green Bonds. As such, the proceeds of the issuance of any Green Bonds will be fully available to cover any and all losses arising on the balance sheet of the Issuer regardless of their "green" or any such other equivalent label and whether such losses stem from "green" assets or other assets of the Issuer without any such label.

No assurance can be given that Green Assets will meet investor expectations or requirements regarding "green" or similar labels (including in relation to the EU Taxonomy Regulation and any related technical screening criteria, the EU Green Bond Regulation, SFDR, and any implementing legislation and guidelines, or any similar legislation in the United Kingdom) or any requirements of such labels as they may evolve from time to time. Any Green Bonds issued under the Programme will not be compliant with the EU Green Bond Regulation and are only intended to comply with the requirements and processes in the Green Bond Framework. It is not clear if the establishment of the EU Green Bond ("EuGB") label and the optional disclosures regime for bonds issued as "environmentally sustainable" under the EU Green Bond Regulation could have an impact on investor demand for, and pricing of, green use of proceeds bonds that do not comply with the requirements of the EuGB label or the optional disclosures regime, such as the Green Bonds issued under this Programme. It could result in reduced liquidity or lower demand or could otherwise affect the market price of any Green Bonds issued under this Programme that do not comply with those standards proposed under the EU Green Bond Regulation.

While it is the intention of the Issuer to allocate an amount equal to the net proceeds of any Notes issued as Green Bonds to Green Assets and to report on the use of proceeds or eligible businesses or projects as further described in "Use of Proceeds" below, there is no contractual obligation to do so. There can be no assurance that any such Green Assets will be available, or capable of being implemented in, or substantially in, the manner and timeframe anticipated and, accordingly, that the Issuer will be able to use an amount equal to the net proceeds of the issue of such Green Bond for such Green Assets as intended. In addition, there can be no assurance that eligible businesses or projects will be completed as expected or achieve the impacts or outcomes (environmental, social or otherwise) originally expected or anticipated.

Each prospective investor should have regard to the factors described in the Green Bond Framework and the relevant information contained in this Base Prospectus and seek advice from their independent financial adviser or other professional adviser regarding its purchase of any Green Bonds before deciding to invest. The Green Bond Framework may be subject to review and change and may be amended, updated, supplemented, replaced and/or withdrawn from time to time and any subsequent version(s) may differ from any description given in this Base Prospectus. The Green Bond Framework does not form part of, and is not incorporated by reference, in this Base Prospectus.

No assurance of suitability or reliability of any opinion or certification of any third party relating to any Green Bonds

The criteria and/or consideration that form the basis of any opinion or certification relating to any Green Bonds may change at any time and the opinion or certification may be amended, updated, supplemented, replaced and/or withdrawn at any time. Any withdrawal of any such opinion or certification may have a material adverse effect on the value of any Green Bonds in respect of which such opinion or certification is given and/or result in adverse consequences for certain investors with portfolio mandates to invest in securities to be used for a particular purpose.

No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any opinion or certification of any third party (whether or not solicited by the Issuer) which may be made available in connection with the issue of the Notes and in particular with any of the businesses and projects funded with an amount equivalent to the net proceeds from the Notes to fulfil any environmental and/or other criteria. For the avoidance of doubt, any such opinion or certification is not, nor shall it be deemed to be, incorporated in and/or form part of this Base Prospectus. Any such opinion or certification is not, nor should be deemed to be, a recommendation by the Issuer or any other person to buy, sell or hold the Notes. Any such opinion or certification is only current as at the date that opinion was initially issued. Prospective investors must determine for themselves the relevance of any such opinion or certification and/or the information contained therein and/or the provider of such opinion or certification for the purpose of any investment in the Notes. The providers of such opinions and certifications are not currently subject to any specific regulatory or other regime or oversight.

Green Bonds are not linked to the performance of the Green Assets and do not benefit from any arrangements to enhance the performance of the Green Assets or any contractual rights derived solely from the intended use of proceeds of such Green Bonds

Prospective investors should note that the performance of the Green Bonds is not linked to the performance of the relevant Green Assets or the performance of the Issuer in respect of any environmental or similar targets. There will be no segregation of assets and liabilities in respect of the Green Bonds and the Green Assets. Consequently, neither payments of principal and/or interest on the Green Bonds nor any rights of Noteholders shall depend on the performance of the relevant Green Assets or the performance of the Issuer in respect of any environmental or similar targets. Noteholders, including holders of Green Bonds will not receive any preferential rights or priority against any of the Green Assets nor any benefit from any arrangements to enhance the performance of the Notes and therefore, this will mean that any failure to pay by the Issuer will be suffered by all Noteholders equally (including holders of Green Bonds).

The listing of any Notes on any dedicated 'green', or other equivalently-labelled segment of any stock exchange or securities market is subject to change and may not meet investor expectations or requirements

If a Tranche of Notes is at any time listed or admitted to trading on any dedicated "green" or other equivalently-labelled segment of any stock exchange or securities market (whether or not regulated), no representation or assurance is given by the Issuer or any other person that such listing or admission satisfies, whether in whole or in part, any present or future investor expectations or requirements as regards any investment criteria or guidelines with which such investor or its investments are required to comply, whether by any present or future applicable law or regulations or by its own by-laws or other governing rules or investment portfolio mandates, in particular with regard to any direct or indirect environmental impact of any projects or uses, the subject of or related to, any of the businesses and projects funded with an amount equivalent to the net proceeds from the Notes. Furthermore, it should be noted that the criteria for any such listings or admission to trading may vary from one stock exchange or securities market to another. Nor is any representation or assurance given or made by the Issuer or any other person that any such listing or admission to trading will be obtained in respect of a Tranche of Notes or, if obtained, that any such listing or admission to trading will be maintained during the life of the Notes, and any failure to obtain or maintain such listing may affect the value of the Notes.

Risks relating to Notes denominated in Renminbi

A description of risks which may be relevant to an investor in Notes denominated in Renminbi ("Renminbi Notes") is set out below.

Renminbi is not freely convertible and there are significant restrictions on the remittance of Renminbi into and out of mainland China which may adversely affect the liquidity of Renminbi Notes

Renminbi is not freely convertible at present. The government of The People's Republic of China (the "PRC") (the "PRC Government") continues to regulate conversion between Renminbi and foreign currencies, including the Hong Kong dollar.

However, there has been a significant reduction in control by the PRC Government in recent years, particularly over trade transactions involving the import and export of goods and services as well as other frequent routine foreign exchange transactions. These transactions are known as current account items.

On the other hand, remittance of Renminbi into and out of mainland China for the settlement of capital account items, such as capital contributions, debt financing and securities investment is generally only permitted upon obtaining specific approvals from, or completing specific registrations or filings with, the relevant authorities on a case-by-case basis and is subject to a strict monitoring system. Regulations in mainland China on the remittance of Renminbi into and out of mainland China for settlement of capital account items are being adjusted from time to time to match the policies of the PRC Government.

Although the People's Bank of China ("PBoC") has implemented policies improving accessibility to Renminbi to settle cross-border transactions in the past, there is no assurance that the PRC Government will continue to liberalise control over cross-border remittance of Renminbi in the future, that the schemes for Renminbi cross-border utilisation will not be discontinued or that new regulations in mainland China will not be promulgated in the future which have the effect of restricting or eliminating the remittance of Renminbi into or out of mainland China. Despite the Renminbi internationalisation pilot programme and efforts in recent years to internationalise the currency, there can be no assurance that the PRC Government will not impose interim or long-term restrictions on the cross-border remittance of Renminbi. In the event that funds cannot be repatriated out of mainland China in Renminbi, this may affect the overall availability of Renminbi outside mainland China, which may have a negative impact on the liquidity of the Renminbi Notes and thus the value of the Renminbi Notes. In addition, if Renminbi outside mainland China is unavailable, this will have an impact on the ability of the Issuer to source Renminbi to finance its obligations under Notes denominated in Renminbi.

There is only limited availability of Renminbi outside mainland China, which may affect the liquidity of the Renminbi Notes and the Issuer's ability to source Renminbi outside mainland China to service Renminbi Notes

As a result of the restrictions imposed by the PRC Government on cross-border Renminbi fund flows, the availability of Renminbi outside mainland China is limited. While the PBoC has entered into agreements (the "Settlement Arrangements") on the clearing of Renminbi business with financial institutions (the "Renminbi Clearing Banks") in a number of financial centres and cities, including but not limited to Hong Kong, and has established the Cross-Border Inter-Bank Payments System (CIPS) to facilitate cross-border Renminbi settlement and is further in the process of establishing Renminbi clearing and settlement mechanisms in several other jurisdictions, the current size of Renminbi-denominated financial assets outside mainland China is limited.

There are restrictions imposed by PBoC on Renminbi business participating banks in respect of crossborder Renminbi settlement, such as those relating to direct transactions with enterprisesin mainland China. Furthermore, Renminbi business participating banks do not have direct Renminbi liquidity support from PBoC, although PBoC has gradually allowed participating banks to access mainland China's onshore interbank market for the purchase and sale of Renminbi. The Renminbi Clearing Banks only have limited access to onshore liquidity support from PBoC for the purpose of squaring open positions of participating banks for limited types of transactions and are not obliged to square for participating banks any open positions resulting from other foreign exchange transactions or conversion services. In cases where the participating banks cannot source sufficient Renminbi through the above channels, they will need to source Renminbi from outside mainland China to square such open positions.

Although it is expected that the offshore Renminbi market will continue to grow in depth and size, its growth is subject to many constraints as a result of mainland China laws and regulations on foreign exchange. There is no assurance that new regulations in mainland China will not be promulgated or that the Settlement Arrangements will not be terminated or amended in the future which will have the effect of restricting availability of Renminbi outside mainland China. The limited availability of Renminbi outside mainland China may affect the liquidity of Renminbi Notes. To the extent the Issuer is required to source Renminbi in the offshore market to service its Renminbi Notes, there is no assurance that the Issuer will be able to source such Renminbi on satisfactory terms, if at all.

Investment in Renminbi Notes is subject to exchange rate risks

The value of Renminbi against other foreign currencies fluctuates from time to time and is affected by changes in mainland China and international political and economic conditions as well as many other factors. The PBoC has in recent years implemented changes to the way it calculates the Renminbi's daily mid-point against the U.S. Dollar to take into account market-maker quotes before announcing such daily mid-point. This change, and others that may be implemented, may increase the volatility in the value of the Renminbi against foreign currencies. All payments of interest and principal will be made in Renminbi with respect to Renminbi Notes unless otherwise specified. As a result, the value of these Renminbi payments may vary with the changes in the prevailing exchange rates in the marketplace. If the value of Renminbi depreciates against another foreign currency, the value of the investment made by a holder of Renminbi Notes in that foreign currency will decline.

Investment in Renminbi Notes is subject to currency risk

If the Issuer is not able, or it is impracticable for it, to satisfy its obligation to pay interest and principal on Renminbi Notes as a result of Inconvertibility, Non-transferability or Illiquidity (each, as defined in the Conditions), the Issuer shall be entitled, on giving not less than five or more than 30 calendar days' irrevocable notice to the investors prior to the due date for payment, to settle any such payment in U.S. Dollars on the due date at the U.S. Dollar Equivalent (as defined in the Conditions) of any such interest or principal, as the case may be.

Investment in Renminbi Notes is subject to interest rate risks

The PRC Government has gradually liberalised its regulation of interest rates in recent years. Further liberalisation may increase interest rate volatility and, as a result, the values of the Renminbi Notes may fluctuate as well. In addition, the interest rate for Renminbi in markets outside mainland China may significantly deviate from the interest rate for Renminbi in mainland China as a result of foreign exchange controls imposed by law and regulations in mainland China and prevailing market conditions.

As Renminbi Notes may carry a fixed interest rate, the trading price of Renminbi Notes will consequently vary with the fluctuations in the Renminbi interest rates. If holders of Renminbi Notes propose to sell their Renminbi Notes before their maturity, they may receive an offer lower than the amount they have invested.

Payments with respect to Renminbi Notes may be made only in the manner designated in the Renminbi Notes

Investors may be required to provide certification and other information (including Renminbi account information) in order to be allowed to receive payments in Renminbi in accordance with the Renminbi clearing and settlement system for participating banks in the relevant offshore Renminbi settlement centre. All payments to investors in respect of Renminbi Notes will be made solely (i) for so long as Renminbi Notes are represented by global certificates held with the common depositary or common safekeeper, as the case may be, for Clearstream, Luxembourg and Euroclear or any alternative clearing system, by transfer to a Renminbi bank account maintained in Hong Kong, (ii) for so long as Renminbi Notes are represented by global certificates lodged with a sub-custodian for or registered with the Central Money Markets Unit ("CMU"), by transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing CMU rules and procedures or, (iii) for so long as Renminbi Notes are in definitive form, by transfer to a Renminbi bank account maintained in Hong Kong in accordance with prevailing rules and regulations. The Issuer cannot be required to make payment by any other means (including in any other currency or by transfer to a bank account in mainland China).

Gains on the transfer of Renminbi Notes may become subject to income taxes under tax laws of mainland China

Under the PRC Enterprise Income Tax Law, the PRC Individual Income Tax Law and the relevant implementing rules, as amended from time to time, any gain realised on the transfer of Renminbi Notes by non-mainland China resident enterprises or individual holders may be subject to the enterprise income tax of mainland China ("EIT") or individual income tax of mainland China ("IIT") if such gain is regarded as income derived from sources within mainland China. The PRC Enterprise Income Tax Law levies EIT at the rate of 20 per cent. of mainland China-sourced gains derived by such non-mainland China resident enterprises from the transfer of Renminbi Notes but its implementation rules have reduced the EIT rate to 10 per cent. The PRC Individual Income Tax Law levies IIT at a rate of 20 per cent. of the mainland Chinasourced gains derived by such non-mainland China resident individual Holder from the transfer of Renminbi Notes.

However, uncertainty remains as to whether the gain realised from the transfer of Renminbi Notes by nonmainland China resident enterprises or individual holders would be treated as income derived from sources within mainland China and thus become subject to EIT or IIT. This will depend on how the tax authorities in mainland China interpret, apply or enforce the PRC Enterprise Income Tax Law, the PRC Individual Income Tax Law and the relevant implementing rules. According to the arrangement between mainland China and Hong Kong for avoidance of double taxation, holders who are residents of Hong Kong, including enterprise holders and individual holders, will not be subject to EIT or IIT on capital gains derived from a sale or exchange of Renminbi Notes.

Therefore, if enterprise or individual resident holders which are non-mainland China residents are required to pay mainland China income tax on gains derived from the transfer of Renminbi Notes, unless there is an applicable tax treaty or arrangement between mainland China and the jurisdiction in which such nonmainland China enterprise or individual holders of Renminbi Notes reside that reduces or exempts the relevant EIT or IIT, the value of their investment in Renminbi Notes may be materially and adversely affected.

Remittance of proceeds in Renminbi into or out of mainland China

In the event that the Issuer decides to remit some or all of the proceeds into mainland China in Renminbi, its ability to do so will be subject to obtaining all necessary approvals from, and/or registration or filing with, the relevant government authorities in mainland China. However, there is no assurance that the necessary approvals from, and/or registration or filing with, the relevant government authorities in mainland China will be obtained at all or, if obtained, they will not be revoked or amended in the future.

There is no assurance that the PRC Government will continue to gradually liberalise the control over crossborder Renminbi remittances in the future, that the PRC Government will not impose any interim or longterm restrictions on capital inflow or outflow which may restrict cross-border Renminbi remittances, that the pilot schemes introduced will not be discontinued or that new regulations in mainland China will not be promulgated in the future which have the effect of restricting or eliminating the remittance of Renminbi into or outside mainland China. In the event that the Issuer does remit some or all of the proceeds into mainland China in Renminbi and the Issuer subsequently is not able to repatriate funds out of mainland China in Renminbi, it will need to source Renminbi outside mainland China to finance its obligations under Renminbi Notes, and its ability to do so will be subject to the overall availability of Renminbi outside mainland China.

DOCUMENTS INCORPORATED BY REFERENCE

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

• the registration document of the Issuer dated 16 May 2024 submitted to and filed with the FCA (the "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 2023 Form 20-F has also been filed with the SEC and is available in electronic form at https://www.sec.gov/Archives/edgar/data/1140465/000114046524000013/hbeu-20231231.htm;
• 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 of the Issuer (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-and-announcements/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 2022, as set out on pages 105 to 190 of the 2022 Annual Report and Accounts of the Issuer (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", which section is set out on 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/all-reporting/subsidiaries ?page=1&take=20&company-new=hsbc-bank-plc&years=2022;
• the terms and conditions set out on pages 70 to 134 of the Base Prospectus dated 20 May 2022 relating to the Programme under the heading "Terms and Conditions of the Notes" (the "2022 Conditions");
• the terms and conditions set out on pages 60 to 112 of the Base Prospectus dated 22 May 2019 relating to the Programme under the heading "Terms and Conditions of the Notes" (the "2019 Conditions"); and
• the terms and conditions set out on pages 43 to 71 of the Base Prospectus dated 1 July 2005 relating to the Programme under the heading "Terms and Conditions of the Notes" (the "2005 Conditions"),

save that any statement contained herein or in a document which is deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Base Prospectus to the extent that a statement contained in any document subsequently incorporated by reference and in respect of which a supplement to this Base Prospectus is prepared modifies or supersedes such statement. Any information incorporated by reference in the above documents does not form part of this Base Prospectus and to the extent that only certain parts of the above documents are specified to be incorporated by reference herein, the non-incorporated parts of such documents are either not relevant for investors or covered elsewhere in this Base Prospectus.

In relation to Exempt Notes that are admitted to trading on the ISM only (and not in relation to any other Notes), any annual report (including the auditors' report and audited consolidated annual financial statements) or unaudited consolidated interim financial information prepared in relation to the Issuer and filed with the FCA after the date of this Base Prospectus is additionally deemed to be incorporated in and to form part of this Base Prospectus.

The Issuer will, at its registered office (as defined herein), make available for inspection during normal business hours and free of charge, upon oral or written request, a copy of this Base Prospectus and any document incorporated by reference in this Base Prospectus. Written or oral requests for inspection of such documents should be directed to the Issuer's registered office. Additionally, this Base Prospectus and all the 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 Base Prospectus and the Registration Document and the alternate links (as relevant) provided in the section entitled "General Information" for the other documents incorporated by reference). For the avoidance of doubt, unless specifically incorporated by reference into this Base Prospectus, any websites referred to in this Base Prospectus or any information appearing on such websites and pages do not form part of this Base Prospectus.

FORMS OF NOTES; SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM

Notes may, subject to all applicable legal and regulatory requirements, be issued in Tranches or Series comprising either Notes in bearer form ("Bearer Notes") or Notes in registered form ("Registered Notes"), as specified in the relevant Final Terms. No single Tranche or Series of Notes offered in reliance on Rule 144A may include Bearer Notes.

All Bearer Notes will be issued in either (i) new global note ("NGN") form (as set out in Part I (A) and Part I (B) of Schedule 1 of the Trust Deed), or (ii) classic global note ("CGN") form, as agreed by the Issuer and the relevant Dealer(s).

The NGN form has been introduced to allow for the possibility of Notes being issued and held in a manner which will permit them to be recognised as eligible collateral for monetary policy of the central banking system for the euro (the "Eurosystem") and intra-day credit operations by the Eurosystem either upon issue or at any or all times during their life. However, in any particular case such recognition will depend upon satisfaction of the Eurosystem eligibility criteria at the relevant time.

Registered Notes may be issued under the new safekeeping structure the ("New Safekeeping Structure" or "NSS") or, if not intended to be issued under the New Safekeeping Structure, will be issued under the classic safekeeping structure.

Following the introduction of the NGN form in June 2006, the Eurosystem required Euroclear and Clearstream, Luxembourg (the "ICSDs") to review the custody arrangements for international debt securities in global registered form. Further to this review, the NSS was introduced to allow for the possibility of Notes being issued and held in a manner which will permit them to be recognised as eligible collateral for monetary policy of the Eurosystem and intra-day credit operations by the Eurosystem upon issue or at any or all times during their life. Each time that Bearer Notes are issued in NGN form or Registered Notes are issued under the NSS, the relevant Final Terms shall specify whether or not such Notes are to be held in a manner which will permit them to be recognised as eligible collateral for Eurosystem monetary policy and intra-day credit operations of the Eurosystem.

Registered Notes

In the case of Registered Notes, the relevant Final Terms may specify that the Notes will be issued in the form of Global Registered Notes held in specified clearing systems, as described below, or in definitive form ("Definitive Registered Notes").

Global Registered Notes

If Notes are to be issued in the form of Global Registered Notes, the Issuer will deliver:

• (a) a Regulation S Global Registered Note;
• (b) a Rule 144A Global Registered Note; or
• (c) an Unrestricted Global Registered Note and a Restricted Global Registered Note,

(as each such term is defined below), subject to the Agency Agreement (as defined herein) and in accordance with their respective terms and as specified in the relevant Final Terms.

Regulation S Global Registered Notes

In the case of a Tranche of Registered Notes offered and sold solely outside the United States (as defined in Regulation S) in reliance on Regulation S to non-U.S. persons, such Tranche of Registered Notes may be represented by a Global Registered Note without interest coupons (a "Regulation S Global Registered Note"), and will either be: (a) in the case of a Regulation S Global Registered Note which is not to be held under the New Safekeeping Structure, registered in the name of a nominee for the common depositary (or its nominee) for Euroclear and/or Clearstream, Luxembourg (the "Common Safekeeper") and registered in the name of a nominee for such common depositary and the Regulation S Global Registered Note will be deposited on or about the closing date for the relevant Tranche (the "Closing Date") with the common depositary; or (b) in the case of a Regulation S Global Registered Note which is to be held under the New Safekeeping Structure, registered in the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and the Regulation S Global Registered Note will be deposited on or about the Closing Date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg. Interests in any Regulation S Global Registered Note will be exchangeable (in circumstances described below under "Exchange and Transfer of Global Registered Notes for Definitive Registered Notes") for Definitive Registered Notes ("Regulation S Definitive Registered Notes") in the relevant form scheduled to the Trust Deed.

Rule 144A Global Registered Notes

In the case of a Tranche of Registered Notes offered and sold solely in the United States or to U.S. persons (as defined in Regulation S) in reliance on Rule 144A, such Tranche of Registered Notes may be represented by a Global Registered Note without interest coupons (a "Rule 144A Global Registered Note"), which, unless otherwise provided in the relevant Final Terms, will be deposited on or about the Closing Date for the relevant Tranche with a custodian (the "Custodian") for DTC and registered in the name of Cede & Co. as nominee for DTC. Interests in any Rule 144A Global Registered Note will be exchangeable (in the circumstances described below under "Exchange and Transfer of Global Registered Notes for Definitive Registered Notes") for Definitive Registered Notes ("U.S. Definitive Registered Notes") in the relevant form scheduled to the Trust Deed. Rule 144A Global Registered Notes (and any U.S. Definitive Registered Notes issued in exchange therefor) will be subject to certain restrictions on transfer contained in a legend appearing on the face of such Note as set out under "Notice to Purchasers of 144A Notes and Transfer Restrictions".

Unrestricted and Restricted Global Registered Notes

In the case of a Tranche of Registered Notes offered and sold both pursuant to Regulation S and in reliance on Rule 144A such Tranche of Registered Notes will be represented by two Global Registered Notes, each without interest coupons, (in the case of Registered Notes forming part of such Tranche which are sold pursuant to Regulation S, an "Unrestricted Global Registered Note" and, in the case of Registered Notes forming part of such Tranche which are sold in reliance on Rule 144A, a "Restricted Global Registered Note").

The Unrestricted Global Registered Note will either be: (a) in the case of an Unrestricted Global Registered Note which is not to be held under the New Safekeeping Structure, either (i) deposited on or about the Closing Date for the relevant Tranche with, and registered in the name of a nominee for the common depositary for Euroclear and Clearstream, Luxembourg, or (ii) deposited on or about the Closing Date for the relevant Tranche with a Custodian for, and registered in the name of Cede & Co. as nominee for, DTC; or (b) in the case of an Unrestricted Global Registered Note which is to be held under the New Safekeeping Structure, registered in the name of a common safekeeper (or its nominee) for Euroclear and/or Clearstream, Luxembourg and the Unrestricted Global Registered Note will be deposited on or about the Closing Date with the common safekeeper for Euroclear and/or Clearstream, Luxembourg. A beneficial interest in the Unrestricted Global Registered Note may at all times be held only through Euroclear and Clearstream, Luxembourg. The Restricted Global Registered Note will, unless otherwise provided in the relevant Final Terms, be deposited on or about the Closing Date for the relevant Tranche with the Custodian for, and registered in the name of Cede & Co. as nominee for, DTC. In the circumstances described below under "Exchange and Transfer of Global Registered Notes for Definitive Registered Notes", interests in any Unrestricted Global Registered Note will be exchangeable for Regulation S Definitive Registered Notes and interests in any Restricted Global Registered Note will be exchangeable for U.S. Definitive Registered Notes and Regulation S Definitive Registered Notes, in each case in the relevant form scheduled to the Trust Deed. Restricted Global Registered Notes (and any U.S. Definitive Registered Notes issued in exchange therefor) will be subject to certain restrictions on transfer contained in a legend appearing on the face of such Notes as set out under "Notice to Purchasers of 144A Notes and Transfer Restrictions".

Exchange of Interests in Unrestricted and Restricted Global Registered Notes; Transfers within and between DTC, Euroclear and Clearstream, Luxembourg

On or prior to the fortieth day after the later of the commencement of the offering of the relevant Tranche and the issue date for that Tranche, a beneficial interest in the relevant Unrestricted Global Registered Note may be transferred to a person who wishes to take delivery of such beneficial interest through the relevant Restricted Global Registered Note only upon receipt by the Registrar (as defined in the Agency Agreement) of a written certification from the transferor (in the applicable form provided in the Agency Agreement) to the effect that such transfer is being made to a person whom the transferor reasonably believes is a qualified institutional buyer within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other relevant jurisdiction. After such fortieth day, such certification requirements will no longer apply to such transfers, but such transfers will continue to be subject to the transfer restrictions contained in the legend appearing on the face of such Restricted Global Registered Note, as set out under "Notice to Purchasers of 144A Notes and Transfer Restrictions".

Beneficial interests in a Restricted Global Registered Note may be transferred to a person who wishes to take delivery of such beneficial interest through the relevant Unrestricted Global Registered Note, whether before, on or after such fortieth day, only upon receipt by the Registrar of a written certification from the transferor (in the applicable form provided in the Agency Agreement) to the effect that such transfer is being made in accordance with Regulation S or Rule 144 under the Securities Act (if available) or to the Issuer or its affiliates.

Any beneficial interest in either the Restricted Global Registered Note or the Unrestricted Global Registered Note relating to any Series that is transferred to a person who takes delivery in the form of a beneficial interest in the other Global Registered Note relating to such Series will, upon transfer, cease to be a beneficial interest in such Global Registered Note and become a beneficial interest in the other Global Registered Note and, accordingly, will thereafter be subject to all transfer restrictions and other procedures applicable to a beneficial interest in such other Global Registered Note for as long as it remains such an interest.

Owner of Global Registered Notes and Payments

Subject to certain provisions of the Trust Deed relating to directions, sanctions and consents of Holders of Registered Notes and to meetings of Holders of Notes, so long as DTC or its nominee or Euroclear, Clearstream, Luxembourg or the nominee of their common depositary or common safekeeper as the case may be is the registered owner or holder of a Global Registered Note, DTC, Euroclear, Clearstream, Luxembourg or such nominee, as the case may be, will be considered the sole owner or holder of the Notes represented by such Global Registered Note for all purposes under the Agency Agreement, the Trust Deed and the Notes. Payments of principal, interest and additional amounts, if any, pursuant to Condition 8 (Payments), on Global Registered Notes will be made to DTC, Euroclear, Clearstream, Luxembourg or such nominee, as the case may be, as the registered holder thereof. None of the Issuer, the Trustee, the Registrar, or any Paying Agent or any affiliate of any of the above or any person by whom any of the above is controlled for the purposes of the Securities Act will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in Global Registered Notes or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. Each such payment in respect of a Global Registered Note will be made to the person shown as the registered owner or holder in the register (the "Register") at the close of business (in the relevant clearing system) on the Clearing System Business Day before the due date for such payment (the "Record Date") where "Clearing System Business Day" means a day on which each clearing system for which the Global Registered Note is being held is open for business.

Exchange and Transfer of Global Registered Notes for Definitive Registered Notes

Beneficial interests in a Rule 144A Global Registered Note or a Restricted Global Registered Note will be exchangeable (free of charge) for U.S. Definitive Registered Notes: (i) if DTC notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to the relevant Rule 144A Global Registered Note or Restricted Global Registered Note or ceases to be a "clearing agency" registered under the Exchange Act, or is at any time no longer eligible to act as such, and the Issuer is unable to locate a qualified successor within 90 days of receiving notice of such ineligibility on the part of such depositary; or (ii) if the Issuer, at its option, elects to terminate the book-entry system through DTC; or (iii) if the Notes become immediately payable in accordance with Condition 9 (Enforcement); or (iv) at the option of the Issuer, if the Issuer, any Paying Agent or the Registrar, by reason of any change in, or amendment to, the laws of the UK, is or will be required to make any deduction or withholding from any payment under the Notes which would not be required if such Notes were in definitive form. Where a Global Registered Note is exchangeable for Definitive Registered Notes, then such Notes shall be tradeable only in principal amounts of at least the Specified Denomination (or if there is more than one Specified Denomination, the lowest Specified Denomination).

Beneficial interests in an Unrestricted Global Registered Note deposited with the Custodian for DTC will be exchangeable (free of charge) for U.S. Definitive Registered Notes: (i) if DTC notifies the Issuer that it is no longer willing or able to discharge properly its responsibilities as depositary with respect to the relevant Unrestricted Global Registered Note or ceases to be a "clearing agency" registered under the Exchange Act, or is at any time no longer eligible to act as such, and the Issuer is unable to locate a qualified successor within 90 days of receiving notice of such ineligibility on the part of such depositary; or (ii) if the Issuer, at its option, elects to terminate the book-entry system through DTC; or (iii) if the Notes become immediately payable in accordance with Condition 9 (Enforcement); or (iv) at the option of the Issuer, if the Issuer, any Paying Agent or the Registrar, by reason of any change in, or amendment to, the laws of the UK, is or will be required to make any deduction or withholding from any payment under the Notes which would not be required if such Notes were in definitive form. Where an Unrestricted Global Registered Note is exchangeable for U.S. Definitive Registered Notes, then such Notes shall be tradeable only in principal amounts of at least the Specified Denomination (or if there is more than one Specified Denomination, the lowest Specified Denomination).

Beneficial interests in a Regulation S Global Registered Note or an Unrestricted Global Registered Note registered in the name of a nominee for the common depositary for, or the common safekeeper (or its nominee) for, Euroclear and Clearstream, Luxembourg, will be exchangeable, in whole but not in part, for Regulation S Definitive Registered Notes: (i) if Euroclear or Clearstream, Luxembourg is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention permanently to cease business; or (ii) the Notes become immediately payable in accordance with Condition 9 (Enforcement); or (iii) at the option of the Issuer, if the Issuer, any Paying Agent or the Registrar, by reason of any change in, or amendment to, the laws of the UK, is or will be required to make any deduction or withholding from any payment under the Notes which would not be required if such Notes were in definitive form.

In such circumstances, (a) the Registrar will be required to notify all Holders of interests in the relevant Global Registered Notes registered in the name of DTC or its nominee or Euroclear, Clearstream, Luxembourg or the nominee of their common depositary or common safekeeper, as the case may be, of the availability of Definitive Registered Notes, and (b) the Issuer will, at the cost of the Issuer, cause sufficient Regulation S Definitive Registered Notes and/or U.S. Definitive Registered Notes, as the case may be, to be executed and delivered to the Registrar for completion, authentication and dispatch to the relevant Holders. A person having an interest in the relevant Global Registered Note must provide the Registrar with:

• (i) a written order containing instructions and such other information as the Issuer and the Registrar may require to complete, execute and deliver the relevant Definitive Registered Note; and
• (ii) in the case of a Rule 144A Global Registered Note or a Restricted Global Registered Note only, a fully completed, signed certification substantially to the effect that the exchanging holder is not transferring its interest at the time of such exchange or, in the case of simultaneous sale pursuant to Rule 144A, a certification that the transfer is being made in compliance with the provisions of Rule 144A. U.S. Definitive Registered Notes issued in exchange for a beneficial interest in a Rule 144A Global Registered Note or a Restricted Global Registered Note will bear the legends applicable to transfers pursuant to Rule 144A (as set out under "Notice to Purchasers of 144A Notes and Transfer Restrictions").

If an Unrestricted Global Registered Note relating to a Series or (if issued in Tranches) Tranche of Notes of which the Restricted Global Registered Note forms a part has, pursuant to its terms, been exchanged in whole, but not in part, for Regulation S Definitive Registered Notes, beneficial interests in the Restricted Global Registered Note may be transferred to a person who wishes to take delivery thereof in the form of a Regulation S Definitive Registered Note. Such Regulation S Definitive Registered Notes shall be registered in such name(s) as DTC, Euroclear or Clearstream, Luxembourg, as applicable, shall direct in writing.

Upon (i) notification to the Registrar by the Custodian that the appropriate debit entry has been made in the account of the relevant participant of DTC, and (ii) receipt by the Registrar of a certificate, in the form scheduled to the Agency Agreement, given by the transferee of the beneficial interest in the Restricted Global Registered Note and stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Notes, and pursuant to and in accordance with Regulation S under the Securities Act, the Issuer shall procure that the Registrar will (against presentation by DTC or its custodian, of the Restricted Global Registered Note at the specified office of the Registrar or the Transfer Agent, all in accordance with the provisions of the Agency Agreement and, in particular, the regulations concerning the transfer, exchange and registration of Notes set out in Schedule 2 thereto) decrease the aggregate principal amount of Notes registered in the name of the holder of, and represented by, the Restricted Global Registered Note and shall, without charge, procure, in exchange therefor, the delivery, within five Local Banking Days of receipt by the Registrar of the Restricted Global Registered Note of the notification and certification referred to in paragraphs (i) and (ii) above, and registration information required to authenticate and deliver such Regulation S Definitive Registered Notes, of an equal aggregate principal amount of duly authenticated and completed Regulation S Definitive Registered Notes substantially in the form (subject to completion) scheduled to the Agency Agreement.

The holder of a Registered Note may transfer such Registered Note in accordance with the provisions of Condition 1 (Form, Denomination and Title).

The holder of a Definitive Registered Note may transfer such Note by surrendering it at the specified office of the Registrar or any Transfer Agent, together with the completed form of transfer thereon. Upon the transfer, exchange or replacement of U.S. Definitive Registered Notes issued in exchange for beneficial interests in a Rule 144A Global Registered Note or a Restricted Global Registered Note bearing the legend referred to under "Notice to Purchasers of 144A Notes and Transfer Restrictions", or upon a specific request for removal of the legend on a U.S. Definitive Registered Note, the Issuer will only deliver U.S. Definitive Registered Notes that bear such legend, or will refuse to remove such legend, as the case may be, unless there is delivered to the Issuer and the Registrar such satisfactory evidence, which may include an opinion of counsel, as may reasonably be required by the Issuer, that neither the legend nor the restriction on transfer set forth therein are required to ensure compliance with the provisions of the Securities Act.

The Registrar will not register the transfer of or exchange of interests in a Global Registered Note for Definitive Registered Notes for a period of 15 calendar days preceding the due date for any payment in respect of the Notes.

With respect to the registration of transfer of any U.S. Definitive Registered Notes, the Registrar will register the transfer of any such U.S. Definitive Registered Notes if the transferor, in the form of transfer on such U.S. Definitive Registered Notes, has certified to the effect that such transfer is (i) to persons whom the transferor reasonably believes to be qualified institutional buyers within the meaning of Rule 144A, in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction, (ii) in accordance with Regulation S, (iii) pursuant to an exemption from registration provided by Rule 144 under the Securities Act (if available), or (iv) to the Issuer or its affiliates.

Regulation S Definitive Registered Notes may be exchangeable for or transferable to a person wanting to take delivery thereof in the form of interests in a Restricted Global Registered Note; and U.S. Definitive Registered Notes may be transferable to a person wanting to take delivery thereof in the form of interests in an Unrestricted Global Registered Note; in each case, upon receipt by the Registrar of a duly completed certificate in the form of Schedule 4 to the Agency Agreement and in accordance with the requirements of the Agency Agreement.

For further information, see "Notice to Purchasers of 144A Notes and Transfer Restrictions".

Bearer Notes

Bearer Notes will be issued either in accordance with the provisions of U.S. Treasury Regulations Sections 1.163-5(c)(1)(ii) and 1.163-5(c)(2)(i)(D) ("TEFRA D", which definition shall include any successor rules for the purposes of Section 4701 of the U.S. Internal Revenue Code of 1986, as amended (the "Code")) or in accordance with the provisions of U.S. Treasury Regulations Sections 1.163-5(c)(1)(ii) and 1.163- 5(c)(2)(i)(C) ("TEFRA C", which definition shall include any successor rules for the purposes of Section 4701 of the Code). Bearer Notes issued in accordance with TEFRA D will be represented upon issue by a temporary global note in bearer form without interest coupons (a "Temporary Global Note"). Bearer Notes issued in accordance with TEFRA C will be represented upon issue by a permanent global note in bearer form without interest coupons (a "Permanent Global Note") or by a Temporary Global Note. Each Temporary Global Note and Permanent Global Note will be delivered on or prior to the issue date for the relevant Tranche to a common depositary (in the case of Notes in CGN form) or common safekeeper (in the case of Notes in NGN form) acting as agent for Euroclear and Clearstream, Luxembourg. Beneficial interests in a Temporary Global Note issued in accordance with TEFRA C will be exchangeable at any time and without any requirement for certification for Bearer Notes in definitive form ("Definitive Bearer Notes"), in accordance with the terms of such Temporary Global Note and as specified in the relevant Final Terms. Interests in a Temporary Global Note issued in accordance with TEFRA D will be exchangeable either for Definitive Bearer Notes or for interests in a Permanent Global Note, on or after the date which is forty (40) days after the date on which such Temporary Global Note is issued and upon certification as to non-U.S. beneficial ownership thereof or otherwise as required by U.S. Treasury Regulations, in accordance with the terms of such Temporary Global Note and as specified in the relevant Final Terms. Where a Global Note is exchangeable for Definitive Bearer Notes, then such Notes shall be tradeable only in principal amounts of at least the Specified Denomination (or if there is more than one Specified Denomination, the lowest Specified Denomination).

For the purposes of complying with TEFRA D, Bearer Notes may not be offered or sold to a United States person. "United States person" means any person who is, for U.S. federal income tax purposes, (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created or organised under the laws of the United States or any political subdivision thereof or therein, or (iii) an estate or trust the income of which is subject to United States taxation regardless of its source.

Interests in any Permanent Global Note will be exchangeable, in whole but not in part, for Definitive Bearer Notes, against presentation and (in the case of final exchange) surrender of such Permanent Global Note at the specified office from time to time of the Principal Paying Agent (i) if either of Euroclear or Clearstream, Luxembourg or any other clearing system by which the Notes have been accepted for clearing is closed for business for a continuous period of 14 days (other than by reason of legal holidays) or announces an intention to cease business permanently or (ii) if the Notes of the relevant Series become immediately repayable in accordance with Condition 9 (Enforcement) or (iii) if the Issuer or any Paying Agent, by reason of any change in, or amendment to, the laws of the UK, is or will be required to make any deduction or withholding from any payment under the Notes which would not be required if such Notes were in definitive form.

Definitive Bearer Notes will, if interest-bearing and if so specified in the relevant Final Terms, have interest coupons ("Coupons") and, if applicable, a talon for further Coupons attached.

Payments in respect of Bearer Notes

All payments, if any, in respect of Bearer Notes when represented by a Temporary Global Note or Permanent Global Note in CGN form or in NGN form, will be made against presentation and surrender or, as the case may be, presentation of the relevant Temporary Global Note or Permanent Global Note at the specified office of any of the Paying Agents. On each occasion on which a payment is so made, the Issuer shall procure that, in respect of a CGN, record of such payment is noted on a schedule to the relevant Global Note and, in respect of an NGN, the payment is entered pro rata in the records of Euroclear and Clearstream, Luxembourg.

In the case of Bearer Notes represented by Global Notes, each of the persons shown in the records of Euroclear and/or Clearstream, Luxembourg and/or any other relevant clearing system as being entitled to an interest in a Global Note (each an "Accountholder") must look solely to Euroclear and/or Clearstream, Luxembourg and/or such other relevant clearing system (as the case may be) for such Accountholder's share of each payment made by the Issuer to the bearer of such Global Note and in relation to all other rights arising under the Global Note. The extent to which, and the manner in which, Accountholders may exercise any rights arising under the Global Note will be determined by the respective rules and procedures of Euroclear and Clearstream, Luxembourg and any other relevant clearing system from time to time. For so long as the relevant Notes are represented by the Global Note, Accountholders shall have no claim directly against the Issuer in respect of payments due under the Notes.

The records of the relevant clearing systems which reflect the amount of Noteholders' interests in the Notes shall be conclusive evidence of the nominal amount of Notes represented by the Global Notes.

If any date on which a payment of interest or principal is due on the Notes of a Series issued in accordance with TEFRA D occurs while any of the Notes of that Series are represented by a Temporary Global Note, the relevant interest or principal payment will be made on such Temporary Global Note only to the extent that certification has been received by Euroclear and/or Clearstream, Luxembourg as to the beneficial ownership thereof, as required by U.S. Treasury Regulations, in accordance with the terms of such Temporary Global Note.

Notices

(i) So long as any Bearer Notes are represented by a Temporary Global Note or a Permanent Global Note, notices to holders of Bearer Notes may be given by delivery of the relevant notice to Euroclear, Clearstream, Luxembourg or any other clearing system (an "Alternative Clearing System"), depositary or common safekeeper (as may be agreed between the Issuer and the Dealer(s)) for communication by them to entitled accountholders in substitution for publication as required by the Conditions, and (ii) so long as any Regulation S Global Registered Note or Unrestricted Global Registered Note is held on behalf of Euroclear and Clearstream, Luxembourg or an Alternative Clearing System, notices to holders of Notes represented by a beneficial interest in such Global Registered Note may be given by delivery of the relevant notice to Euroclear and Clearstream, Luxembourg or, as the case may be, such Alternative Clearing System, and (iii) so long as any Rule 144A Global Registered Note or Restricted Global Registered Note is held on behalf of DTC or an Alternative Clearing System, notices to holders of Notes represented by a beneficial interest in such Global Registered Note may be given by delivery of the relevant notice to DTC or, as the case may be, such Alternative Clearing System; except that in the case of (i), (ii) and (iii) above, so long as any Notes are listed on any stock exchange, notices will also be published as required by the rules and regulations of such stock exchange.

Meetings

The provisions for meetings of Holders of Notes scheduled to the Trust Deed provide that, where all the Notes of the relevant Series are held by one person, the quorum in respect of the relevant meeting will be one person present (being, in the case of an individual, present in person or, being, in the case of a corporation, present by a representative) holding all the outstanding Notes of the relevant Series or holding voting certificates or being a proxy in respect of such Notes.

Purchase and Cancellation

Cancellation of any Note surrendered for cancellation following its purchase will be effected by reduction in the principal amount of the relevant Temporary Global Note, Permanent Global Note or, as the case may be, Global Registered Note and, in the case of a Global Registered Note, will be recorded in the Register by the Registrar.

Issuer's Option to Redeem in Part

No drawing of Bearer Notes or redemption pro rata of Registered Notes will be required under Condition 6(c) (Redemption at the Option of the Issuer) in the event that the Issuer exercises any option to redeem such Notes in part while all such Notes which are outstanding are represented by a Temporary Global Note, Permanent Global Note or, as the case may be, Global Registered Note. In such event, the standard procedures of Euroclear, Clearstream, Luxembourg, DTC or, as the case may be, the Alternative Clearing System shall operate to determine which interests in such Global Notes are to be subject to such option. In relation to Bearer Notes, such partial redemption is to be reflected in the records of Euroclear and Clearstream, Luxembourg as either a pool factor or a reduction in nominal amount, at their discretion.

Early Redemption at the option of the Holder − Provisions relating to Registered Notes held in Clearing Systems

Condition 6(e) (Redemption at the Option of the Noteholders) allows for early redemption of Notes at the option of the Holder of such Notes if so specified in the relevant Final Terms. Such option is exercisable by the Holder of the relevant Notes by depositing such Notes, together with a notice of exercise of such option (an "Option Notice"), duly completed and signed in accordance with Condition 6(e) (Redemption at the Option of the Noteholders), at the specified office of any Paying Agent (in the case of Bearer Notes, outside the United States). In respect of any Registered Notes of the relevant Series of which either the nominee for the common depositary for Euroclear and Clearstream, Luxembourg or the common safekeeper for Euroclear and Clearstream, Luxembourg, or Cede & Co. as nominee for DTC, as the case may be, is the registered Holder, such Option Notice will be deemed to have been duly completed and signed by the Holder of the relevant Notes if it has been completed and signed by or on behalf of a person in respect of whom notification has been given by Euroclear or Clearstream, Luxembourg or DTC, as the case may be, to the Registrar that such person is a person who is shown in the records of Euroclear or Clearstream, Luxembourg or DTC, as the case may be, as having relevant Registered Notes of a specified principal amount standing to the credit of its account with Euroclear or Clearstream, Luxembourg or DTC, as the case may be, or delivered from its account with Euroclear and Clearstream, Luxembourg or DTC, as the case may be, for the purpose of exercising such option.

CLEARING AND SETTLEMENT

Custodial, depositary and safekeeping links have been established with Euroclear, Clearstream, Luxembourg and DTC to facilitate the initial issuance of Notes and cross-market transfers of Notes between investors associated with secondary market trading. Transfers within Euroclear, Clearstream, Luxembourg and DTC will be in accordance with the usual rules and operating procedures of the relevant system.

Euroclear and Clearstream, Luxembourg

Euroclear and Clearstream, Luxembourg each holds securities for participating organisations and facilitates the clearance and settlement of securities transactions between their respective participants through electronic book-entry changes in accounts of such participants. Euroclear and Clearstream, Luxembourg provide to their respective participants, amongst other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Euroclear and Clearstream, Luxembourg participants are financial institutions throughout the world, including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organisations. Indirect access to Euroclear or Clearstream, Luxembourg is also available to others, such as banks, brokers, dealers and trust companies which clear through or maintain a custodial relationship with a Euroclear or Clearstream, Luxembourg participant, either directly or indirectly.

Distributions of principal and interest with respect to book-entry interests in the Notes held through Euroclear and Clearstream, Luxembourg will be credited, to the extent received by the Principal Paying Agent, to the cash accounts of Euroclear or Clearstream, Luxembourg participants in accordance with the relevant system's rules and procedures.

DTC

DTC is a limited-purpose trust company organised under the laws of the State of New York and a "banking organisation" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC holds securities for DTC participants and facilitates the clearance and settlement of securities transactions between DTC participants through electronic book-entry changes in accounts of DTC participants. DTC participants include securities brokers and dealers, banks, trust companies and clearing corporations and certain other organisations. Indirect access to DTC is also available to others, such as banks, brokers, dealers and trust companies which clear through or maintain a custodial relationship with a DTC participant, either directly or indirectly.

Holders of book-entry interests in the Notes holding through DTC will receive, to the extent received by the Principal Paying Agent, all distributions of principal and interest with respect to book-entry interests in the Notes from the Principal Paying Agent through DTC. Where payment is not effected in U.S. Dollars, separate payment arrangements outside DTC are required to be made between the Issuer and DTC participants. Distributions in the United States will be subject to relevant U.S. tax laws and regulations.

The laws of some states of the United States require that certain persons take physical delivery of securities in definitive form. Consequently, the ability to transfer interests in a Global Registered Note to such persons may be limited. Because DTC, Euroclear and Clearstream, Luxembourg can only act on behalf of participants, who in turn act on behalf of indirect participants, the ability of a person having an interest in a Global Registered Note to pledge such interest to persons or entities which do not participate in the relevant clearing system, or otherwise take actions in respect of such interest, may be affected by the lack of a physical certificate in respect of such interest.

The aggregate holdings of book-entry interests in the Notes in Euroclear, Clearstream, Luxembourg and DTC will be reflected in the book-entry accounts of each such institution. As necessary, the Registrar will adjust the amounts of Notes on the Register for the accounts of (i) Euroclear and Clearstream, Luxembourg and (ii) DTC to reflect the amounts of Notes held through Euroclear and Clearstream, Luxembourg and DTC, respectively. Beneficial ownership in Notes will be held through financial institutions as direct and indirect participants in Euroclear, Clearstream, Luxembourg and DTC. Euroclear, Clearstream, Luxembourg or DTC, as the case may be, and every other intermediate holder in the chain to the beneficial owner of book-entry interests in the Notes will be responsible for establishing and maintaining accounts for their participants and customers having interests in the book-entry interests in the Notes. The Registrar will be responsible for maintaining a record of the aggregate holdings of Notes registered in the name of a nominee for the common depositary for Euroclear and Clearstream, Luxembourg, a nominee for DTC and/or Holders of Notes represented by Definitive Registered Notes. The Principal Paying Agent will be responsible for ensuring that payments received by it from the Issuer for Holders of interests in the Notes holding through Euroclear and Clearstream, Luxembourg are credited to Euroclear and Clearstream, Luxembourg, as the case may be, and the Principal Paying Agent will also be responsible for ensuring that payments received by the Principal Paying Agent from the Issuer for Holders of interests in the Notes holding through DTC are credited to DTC.

The Issuer will not impose any fees in respect of the book-entry interests in the Notes; however, Holders of book-entry interests in the Notes may incur fees normally payable in respect of the maintenance and operation of accounts in Euroclear, Clearstream, Luxembourg or DTC.

Interests in an Unrestricted Global Registered Note and a Restricted Global Registered Note will be in uncertificated book-entry form. Purchasers electing to hold book-entry interests in the Notes through Euroclear and Clearstream, Luxembourg accounts will follow the settlement procedures applicable to conventional eurobonds. Book-entry interests in the Global Registered Notes will be credited to Euroclear participants' securities clearance accounts on the business day following the relevant issue date against payment (value such issue date), and to Clearstream, Luxembourg participants' securities custody accounts on the relevant issue date against payment in same day funds. DTC participants acting on behalf of purchasers electing to hold book-entry interests in the Notes through DTC will follow the delivery practices applicable to securities eligible for DTC's Same-Day Funds Settlement ("SDFS") system. DTC participant securities accounts will be credited with book-entry interests in the Notes following confirmation of receipt of payment to the Issuer on the relevant issue date.

Secondary Market Trading in relation to Global Registered Notes

Trading between Euroclear and/or Clearstream, Luxembourg participants: Secondary market sales of book-entry interests in the Notes held through Euroclear or Clearstream, Luxembourg to purchasers of book-entry interests in the Notes through Euroclear or Clearstream, Luxembourg will be conducted in accordance with the normal rules and operating procedures of Euroclear and Clearstream, Luxembourg and will be settled using the procedures applicable to conventional eurobonds.

Trading between DTC participants: Secondary market sales of book-entry interests in the Notes between DTC participants will occur in the ordinary way in accordance with DTC rules and will be settled using the procedures applicable to United States corporate debt obligations in DTC's SDFS system in same-day funds, if payment is effected in U.S. Dollars, or free of payment, if payment is not effected in U.S. Dollars. Where payment is not effected in U.S. Dollars, separate payment arrangements outside DTC are required to be made between the DTC participants.

Trading between DTC seller and Euroclear/Clearstream, Luxembourg purchaser: When book-entry interests in Notes initially settled in DTC and/or Euroclear/Clearstream, Luxembourg are to be transferred from the account of a DTC participant holding a beneficial interest in a Restricted Global Registered Note to the account of a Euroclear or Clearstream, Luxembourg accountholder wishing to purchase a beneficial interest in an Unrestricted Global Registered Note (subject to the certification procedures provided in the Agency Agreement), the DTC participant will deliver instructions for delivery to the relevant Euroclear or Clearstream, Luxembourg accountholder to DTC by 12 noon, New York time, on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream, Luxembourg participant. On the settlement date, the Custodian will instruct the Registrar to (i) reduce the amount of Notes registered in the name of Cede & Co. and evidenced by the Restricted Global Registered Note and (ii) increase the amount of Notes registered in the name of the nominee of the common depositary for Euroclear and Clearstream, Luxembourg and evidenced by the Unrestricted Global Registered Note. Book-entry interests will be delivered free of payment to Euroclear or Clearstream, Luxembourg, as the case may be, for credit to the relevant accountholder on the first business day following the settlement date.

When book-entry interests in Notes are to be transferred from the account of a DTC participant holding a beneficial interest in an Unrestricted Global Registered Note to the account of a Euroclear or Clearstream, Luxembourg accountholder wishing to purchase a beneficial interest in an Unrestricted Global Registered Note, the DTC participant will deliver instructions for delivery to the relevant Euroclear or Clearstream, Luxembourg accountholder to DTC by 12 noon, New York time, on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream, Luxembourg participant. Book-entry interests will be delivered free of payment to Euroclear or Clearstream, Luxembourg, as the case may be, for credit to the relevant accountholder on the first business day following the settlement date.

Trading between Euroclear/Clearstream, Luxembourg seller and DTC purchaser: When book-entry interests in the Notes initially settled in DTC and/or Euroclear/Clearstream, Luxembourg are to be transferred from the account of a Euroclear or Clearstream, Luxembourg accountholder to the account of a DTC participant wishing to purchase a beneficial interest in the Restricted Global Registered Note (subject to the certification procedures provided in the Agency Agreement), the Euroclear participant or Clearstream, Luxembourg participant must send to Euroclear or Clearstream, Luxembourg delivery free of payment instructions by 7:45 p.m., Brussels or Luxembourg time, one business day prior to the settlement date. Euroclear or Clearstream, Luxembourg, as the case may be, will in turn transmit appropriate instructions to the common depositary for Euroclear and Clearstream, Luxembourg and the Registrar to arrange delivery to the DTC participant on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream, Luxembourg accountholder, as the case may be. On the settlement date, the common depositary for Euroclear and Clearstream, Luxembourg will (a) transmit appropriate instructions to the Custodian who will in turn deliver such book-entry interests in the Notes free of payment to the relevant account of the DTC participant, and (b) instruct the Registrar to (i) reduce the amount of Notes registered in the name of the nominee of the common depositary for Euroclear and Clearstream, Luxembourg and evidenced by the Unrestricted Global Registered Note, and (ii) increase the amount of Notes registered in the name of Cede & Co. and evidenced by the Restricted Global Registered Note.

When book-entry interests in Notes are to be transferred from the account of a Euroclear or Clearstream, Luxembourg accountholder to the account of a DTC participant wishing to purchase a beneficial interest in the Unrestricted Global Registered Note, the Euroclear participant or Clearstream, Luxembourg participant must send to Euroclear or Clearstream, Luxembourg delivery free of payment instructions by 7:45 p.m., Brussels or Luxembourg time, one business day prior to the settlement date. Euroclear or Clearstream, Luxembourg, as the case may be, will in turn transmit appropriate instructions to the common depositary for Euroclear and Clearstream, Luxembourg and the Registrar to arrange delivery to the DTC participant on the settlement date. Separate payment arrangements are required to be made between the DTC participant and the relevant Euroclear or Clearstream, Luxembourg accountholder, as the case may be.

Although the foregoing sets out the procedures of Euroclear, Clearstream, Luxembourg and DTC in order to facilitate the transfers of interests in the Notes amongst participants of DTC, Clearstream, Luxembourg and Euroclear, none of Euroclear, Clearstream, Luxembourg or DTC is under any obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time. None of the Issuer, the Trustee, the Principal Paying Agent, the Registrar, any Paying Agent, any Transfer Agent, any Dealer or any affiliate of any of the above, or any person by whom any of the above is controlled for the purposes of the Securities Act, will have any responsibility for the performance by DTC, Euroclear and Clearstream, Luxembourg or their respective direct or indirect participants or accountholders of their respective obligations under the rules and procedures governing their operations or for the sufficiency for any purpose of the arrangements described above.

USE OF PROCEEDS

Unless (i) otherwise specified in the relevant Final Terms or (ii) the relevant Final Terms specifies the relevant Series of Notes as being Green Bonds, the net proceeds of each Series of Notes will be applied by the Issuer for general corporate purposes.

Green Bonds

If the relevant Final Terms specifies that a Series of Notes are "Green Bonds", then, unless otherwise specified in the relevant Final Terms, the Issuer intends to use an amount equivalent to the net proceeds of the issuance of the Notes to fund eligible businesses and projects in eligible green sectors (as further described within the Green Bond Framework (as may be amended from time to time) which is available on the following webpage: https://www.hsbc.com/investors/fixed-income-investors/green-and-sustainabilitybonds (the "Green Bond Framework")).

The Issuer will track the use of such amount via its internal information systems, and provide a progress report (the "Annual Report on Allocation") on an annual basis (as further described in the Green Bond Framework). In addition, a second party opinion has been obtained from an appropriate provider to confirm the validity of the Green Bond Framework. The second party opinion is published on the following webpage: https://www.hsbc.com/investors/fixed-income-investors/green-and-sustainability-bonds. For each issuance of Notes that are specified in the relevant Final Terms as being "Green Bonds", the Issuer will engage an appropriate external assurance provider to independently assure the Annual Report on Allocation, on an annual basis, and opine on its conformity with the Green Bond Framework. The Annual Report on Allocation and related assurance report will be made available to the public on the following webpage: https://www.hsbc.com/investors/fixed-income-investors/green-and-sustainability-bonds.

FORM OF FINAL TERMS

Set out below is the form of Final Terms which will be completed for each Tranche of Notes issued under the Programme which are not Exempt Notes.

FINAL TERMS

Final Terms dated [•]

Series No.: [•]

Tranche No.: [•]

HSBC Bank plc

(a company incorporated in England with registered number 14259; the liability of its members is limited)

Debt Issuance Programme

Legal Entity Identifier (LEI): MP6I5ZYZBEU3UXPYFY54

[Further] Issue of

[Aggregate Principal Amount of Tranche]

[Title of Notes]

[(To be consolidated and form a single series with the existing [ ] Tranche[s])]

[EU MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]

[UK MiFIR product governance / Professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018, as amended [("EUWA")] ("UK MiFIR"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any [distributor][person subsequently offering, selling or recommending the Notes (a "distributor")] should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]

[PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of [MiFID II][Directive 2014/65/EU (as amended, "MiFID II")]; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.]

[PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by virtue of the [EUWA][European Union (Withdrawal) Act 2018, as amended (the "EUWA")]; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement [the Insurance Distribution Directive][Directive (EU) 2016/97], where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.]

[Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (as modified or amended from time to time, the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are ["prescribed capital markets products"]/[capital markets products other than "prescribed capital markets products"] (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018).]1

PART A – CONTRACTUAL TERMS

[This document constitutes the Final Terms relating to the issue of the Tranche of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the base prospectus dated 16 May 2024 in relation to the above Programme (incorporating the Registration Document dated 16 May 2024) [and the supplements thereto dated [•]] which [together] constitute[s] a base prospectus (the "Base Prospectus") for the purposes of Part VI of the Financial Services and Markets Act 2000. This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation Rules sourcebook in the FCA Handbook (the "UK Prospectus Rules") and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. Pursuant to the UK Prospectus Rules, the Base Prospectus is available for viewing at www.hsbc.com (please follow links to 'Investors', 'Fixed income investors', 'Issuance programmes') and at HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom during normal business hours, and copies may be obtained from HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom.]

[This document constitutes the Final Terms relating to the issue of the Tranche of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the [2005/2019/2022] Conditions (the "Conditions") which are defined in, and incorporated by reference into, the base prospectus dated 16 May 2024 in relation to the above Programme (incorporating the Registration Document dated 16 May 2024) [and the supplements thereto dated [•],] which [together] constitute[s] a base prospectus (the "Base Prospectus") for the purposes of Part VI of the Financial Services and Markets Act 2000. This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation Rules sourcebook in the FCA Handbook (the "UK Prospectus Rules") and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. Pursuant to the UK Prospectus Rules, the Base Prospectus is available for viewing at www.hsbc.com (please follow links to 'Investors', 'Fixed income investors', 'Issuance programmes') and at HSBC Bank plc, 8 Canada Square,

¹ For any Notes to be offered to investors in Singapore, the Issuer to consider whether it needs to reclassify the Notes pursuant to Section 309B of the SFA prior to the launch of the offer. This legend does not need to be included unless the selling restrictions are changed to include investors who are not institutional investors or accredited investors.

London E14 5HQ, United Kingdom during normal business hours and copies may be obtained from HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom.]

1.	Issuer:		HSBC Bank plc
2.	(i)	Series number:	[ ]
	(ii)	[Tranche number:	[ ] [The Notes issued under these Final Terms are to be consolidated and form a single series with [ ] (the "Original Issue") issued on [ ] [(ISIN): [ ]].]]
	(iii)	Date on which the Notes become fungible:	[ ] [Not Applicable]
3.	Specified Currency:		[ ]
4.	Aggregate Principal Amount of Notes admitted to trading:
	(i)	[Series:	[ ]]
	(ii)	[Tranche:	[ ]]
5.	Issue Price:		[ ] per cent. of the Aggregate Principal Amount [plus accrued interest from [ ]]
6.	(i)	Specified Denomination(s) (Condition 1(d)):	[ ] [and integral multiples of [ ] in excess thereof up to and including [ ]. No Notes in definitive form will be issued with a denomination above [ ]].
	(ii)	Calculation Amount:	[ ]
7.	(i)	Issue Date:	[ ]
	(ii)	Interest Commencement Date:	[ ] [Issue Date] [Not Applicable]
	(iii)	CNY Issue Trade Date:	[ ] [Not Applicable]
8.		Maturity Date: (Condition 6(a))	[ ] [Fixed] [Resettable Note] [Interest Payment Date falling in or nearest to [ ]]
9.	Interest basis:		[[ ] per cent. Fixed Rate Notes]
(Conditions 3 to 5)			[[ ] per cent. Resettable Notes]
			[[ ] +/- [ ] per cent. Floating Rate Notes]
			[Zero Coupon Notes]
	(a)	Change of interest basis:	[Applicable][Not Applicable]
	10. Redemption basis: (Condition 6)		[Redemption at par] [Redemption at [•] per cent. per Calculation Amount on the Maturity Date]
		11. Put/Call options:	[Condition 6[(c)][and][(d)][(e)] will apply as specified below] [Not Applicable]
	(Condition 2)	12. Status of the Notes:	[Not Subordinated Notes] [Subordinated Notes]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

	(Condition 3)		13. Fixed Rate Notes and Resettable Notes		[Applicable][(in relation to the period from (and including) [•] to (but excluding) [•])][Not Applicable]
	(a)	Fixed Rate Note provisions: (Condition 3(a))			[Applicable][Not Applicable] [The Notes are Fixed Rate Notes]
		(i) Rate of Interest:			[ ] per cent. per annum [payable [annually/ semi-annually/ quarterly /monthly] in arrear]
		(ii)	Fixed Coupon Amounts:		[In relation to [the [first] [ ]] Interest Payment Date / the Interest Payment Date falling [in / on] [ ], [ ] per Calculation Amount.]
					[In relation to all other Interest Payment Dates] [ ] per Calculation Amount.]
					[Not Applicable]
		(iii)	[Fixed Interest Dates(s)] / Period]:	Payment [Specified	[[ ] in each year commencing on [ ] and ending on [ ], [in each case subject to adjustment in accordance with the Business Day Convention [for the purposes of payment only and not accrual]] / [ ] [months]]
		(iv)	Business Day Convention:		[Following Business Day Convention] [Modified Following Business Day Convention] [Modified Business Day Convention] [Preceding Business Day Convention] [FRN Convention] [Floating Rate Convention] [Eurodollar Convention] [No Adjustment]
		(v)	Day Count Fraction:		[Actual/Actual (ICMA)][Actual/Actual Canadian Compound Method][Actual/Actual (ISDA)][Actual/365 (Fixed)] [Actual/365 (Sterling)][Actual/360] [30/360][30E/360][30E/360 (ISDA)]
		(vi)	Determination Date(s):		[[ ] in each year][Not Applicable]
	(b)		Resettable Note provisions: (Condition 3(b))		[Applicable/Not Applicable][The Notes are Resettable Notes]
		(i)	Initial Rate of Interest:		[ ] per cent. per annum [payable [annually/semi-annually/quarterly/monthly] in arrear]
		(ii)	Resettable Amounts:	Coupon	[In relation to the first Resettable Note Interest Payment Date, [ ] per Calculation Amount.]
					[In relation to all [subsequent] Resettable Note Interest Payment Dates up to (and including) the Resettable Note Interest Payment Date falling [in/on] [ ], [ ] per Calculation Amount.]
					[Not Applicable]
		(iii)	First Margin:		[+/-][ ] per cent. per annum

(iv)		Subsequent Margin:	[[+/-][ ] per cent. per annum] [Not Applicable]
(v)	Payment	[Resettable Note Interest Date(s)] / [Specified Period]:	[[ ] in each year commencing on [ ] and ending on [ ], [in each case subject to adjustment in accordance with the Business Day Convention [for the purposes of payment only and not accrual]] / [ ] [months]]
(vi)		First Reset Date:	[ ]
(vii)		Second Reset Date:	[ ] [Not Applicable]
(viii)		Subsequent Reset Dates:	[ ] [Not Applicable]
(ix)		Day Count Fraction:	[Actual/Actual (ICMA)][Actual/Actual Canadian Compound Method][Actual/Actual (ISDA)][Actual/365 (Fixed)] [Actual/365 (Sterling)][Actual/360] [30/360][30E/360][30E/360 (ISDA)]
(x)		Determination Date(s):	[[ ] in each year][Not Applicable]
(xi)		Business Day Centre(s):	[ ]
(xii)		Business Day Convention:	[Following Business Day Convention] [Modified Following Business Day Convention] [Modified Business Day Convention] [Preceding Business Day Convention] [FRN Convention] [Floating Rate Convention] [Eurodollar Convention] [No Adjustment]
(xiii)	Rate:	Resettable Note Reference	[Mid-Swap Rate] [Resettable Note Interbank Rate] [U.S. Treasury Rate] [Resettable Note Reference Bond Rate] [SORA-OIS Rate] [TONA-TSR Rate]
(xiv)		Mid-Swap Rate:	[Single Mid-Swap Rate] [Mean Mid-Swap Rate] [Not Applicable]
	(a)	Relevant Screen Page:	[ ]
	(b)	Relevant Time:	[ ]
	(c)	Relevant Financial Centre:	[As per the Conditions] [ ]
	(d)	Reference Banks:	[As per the Conditions] [ ]
	(e)	Mid-Swap Maturity:	[ ]
	(f)	Fixed Leg Swap Payment Frequency:	[ ]
	(g)	Mid-Swap Floating Leg Benchmark Rate:	[ ]

	(h)	Benchmark Replacement:	[Applicable][Not Applicable]
(xv)	to	Reference Rate applicable Resettable Note Interbank Rate:	[BBSW] [CNH HIBOR] [EURIBOR] [HIBOR] [NIBOR] [SHIBOR] [STIBOR] [TAIBIR] [TAIBOR] [TIIE] [Not Applicable]
	(a)	Relevant Period:	[ ]
	(b)	Relevant Screen Page:	[ ]
	(c)	Relevant Time:	[ ]
	(d)	Relevant Financial Centre:	[As per the Conditions] [ ]
	(e)	ISDA Determination for Fallback provisions:	[Not Applicable][Applicable]
		(1) ISDA Definitions :	[2006 ISDA Definitions] / [2021 ISDA Definitions]
		(2) Floating Rate Option:	[ ]
		(3) Designated Maturity:	[ ]
		(4) Reset Date:	[[ ] / as specified in the ISDA Definitions / the first day of the relevant Interest Period]
	(f)	Reference Banks:	[As per the Conditions] [ ] [Not Applicable]
	(g)	Leading Banks:	[As per the Conditions] [ ] [Not Applicable]
	(h) Benchmark Replacement:		[Applicable][Not Applicable]
(xvi)		U.S. Treasury Rate:	[Applicable][Not Applicable]
	(a) Reference Bond:		[•] [As per the Conditions]
	(b)	Quotation Time:	[•]
(xvii)	Bond Rate:	Resettable Note Reference	[Applicable][Not Applicable]
	(a)	Quotation Time:	[ ]
	(b)	Reference Bond:	[As per the Conditions] [•]
	(c)	Relevant Screen Page:	[As per the Conditions] [•]
	(d)	Reference Bond Rate Source:	[Price]/[Yield]

		(e)	Screen Reference Rate:	Page Bond	[Applicable][Not Applicable]
	(xviii)		SORA-OIS Rate:		[Applicable] [Not Applicable]
		(i)	Reference Duration:	Rate	[•]
		(ii)	Benchmark Replacement:		[Applicable][Not Applicable]
		(iii)	Relevant Page:	Screen	[As per the Conditions] [•]
	(xix)		TONA-TSR Rate:		[Applicable][Not Applicable]
		(i)	Semi Annual/Annualise d basis:		[Semi-annual][Annualised]
		(ii)	Relevant Page:	Screen	[As per the Conditions] [•]
		(iii)	Quotation Time:		[•]
		(iv)	TONA-TSR Applicable Time:		[10:00a.m. Tokyo time]/[3:00p.m. Tokyo time]
14. Floating Rate Note provisions: (Condition 4)					[Applicable] [(in relation to the period from (and including) [•] to (but excluding) [•])] [Not Applicable] [The Notes are Floating Rate Notes]
(i)	[Interest	[Specified Period]:	Payment	Dates] /	[[ ] in each year commencing on [ ] and ending on [ ], [in each case subject to adjustment in accordance with the Business Day Convention] / [ ] [months]]
(ii)	Reference Rate:				[BBSW] [CNH HIBOR] [CORRA] [EURIBOR] [HIBOR] [HONIA] [NIBOR] [SHIBOR] [SARON] [SOFR] [SONIA] [SORA] [STIBOR] [€STR] [TAIBIR] [TAIBOR] [TIIE]
(iii)		Relevant Period:			[ ]
(iv)			Screen Rate Determination:		[Not Applicable][Applicable]
	(a)		Relevant Screen Page:		[ ]
	(b)		Relevant Time:		[ ]
	(c)		Relevant Financial Centre:		[As per the Conditions] [ ]
	(d) Reference Banks:				[As per the Conditions] [ ] [Not Applicable]
	(e)		Leading Banks:		[As per the Conditions] [ ] [Not Applicable]
	(f)	ISDA	Determination Fallback provisions:	for	[Applicable][Not Applicable]

		(1)	Floating Option:	Rate	[ ]
		(2)	Designated Maturity:		[ ]
		(3)	Reset Date:		[ ]
	(g)		RFR Index Determination:		[Applicable / Not Applicable]
	(h)		Determination Method:		[Compounded Daily Rate – include if RFR Index Determination is specified as applicable, or if this is the chosen determination method where RFR Index Determination is specified as not applicable][Weighted Average Rate]
	(i)		Observation Method:		[Observation Shift – include if RFR Index Determination is specified as applicable, or if this is the chosen observation method where RFR Index Determination is specified as not applicable][Lag][Lockout][Payment Delay]
		(1)	Observation Option where Observation Shift applicable]-:	Shift [Specify is	[Standard Shift – include if RFR Index Determination is specified as applicable or if this is the chosen observation method where RFR Index Determination is specified as not applicable][IDD Shift]
	(j)	Y:			[365 – likely to be specified for GBP][360- likely to be specified for USD][•]
	(k)	"p":			[Specify if Observation Shift (Standard Shift) or Lag are applicable][Not Applicable][To be 5 unless otherwise confirmed with the agent]
	(l)		ARRC Fallbacks:		[Applicable][Not Applicable] - May be applicable if SOFR is the Reference Rate only
	(m)		Benchmark Replacement		[Applicable][Not Applicable]
	(n)	Dates:	Effective Interest Payment		[In respect of each Interest Period other than the final Interest Period, the date falling [two][•] [Business Days][•] following the Interest Payment Date, and in respect of the final Interest Period, the Maturity Date or redemption date (as applicable) of the Notes. – include if Payment Delay is specified][Not Applicable]
(v)		ISDA Determination:			[Applicable][Not Applicable]
	(a)	ISDA Definitions:			[2006 ISDA Definitions] / [2021 ISDA Definitions]
	(b)		Floating Rate Option:		[[•] / CHF-SARON / EUR-EURIBOR-Reuters (if 2006 ISDA Definitions apply) / EUR EURIBOR (if 2021 ISDA Definitions apply) / EUR-EuroSTR / EUR-EuroSTR Compounded Index / GBP SONIA / GBP SONIA Compounded Index / HKD-HONIA / JPY-

TONA / USD-SOFR / USD-SOFR Compounded Index]

(The Floating Rate Option should be selected from one of: CHF-SARON / EUR-EURIBOR-Reuters (if 2006 ISDA Definitions apply) / EUR-EURIBOR (if 2021 ISDA Definitions apply) / EUR-EuroSTR / EUR-EuroSTR Compounded Index / GBP SONIA / GBP SONIA Compounded Index / HKD-HONIA / JPY-TONA / USD-SOFR / USD-SOFR Compounded Index (as defined in the ISDA Definitions). These are the options envisaged by the terms and conditions.)

(c) Designated Maturity: [•] /[Not Applicable]

(i) Compounding Method:

(i) Averaging Method:

(Designated Maturity will not be relevant where the Floating Rate Option is a risk free rate)

• (d) Reset Date: [[•] / as specified in the ISDA Definitions / the first day of the relevant Interest Period]
• (e) Compounding: [Applicable]/[Not Applicable]

[Compounding with Lookback

Lookback: [•] Applicable Business Days]

[Compounding with Observation Period Shift

Observation Period Shift: [•] Observation Period Shift Business Days

Observation Period Shift Additional Business Days: [•]/[Not Applicable]]

[Compounding with Lockout

Lockout: [•] Lockout Period Business Days

Lockout Period Business Days: [•]/[Applicable Business Days]]

(f) Averaging: [Applicable]/[Not Applicable]

[Averaging with Lookback

Lookback: [•] Applicable Business Days]

[Averaging with Observation Period Shift

Observation Period Shift: [•] Observation Period Shift Business Days

Observation Period Shift Additional Business Days: [•]/[Not Applicable]]

[Averaging with Lockout

Lockout: [•] Lockout Period Business Days

• 44 -

			Lockout Period Business Days: [•]/[Applicable Business Days]]
	(g)	Index Provisions:	[Applicable][Not Applicable]
		(i) Index Method:	Compounded Index Method with Observation Period Shift
			Observation Period Shift: [•] Observation Period Shift Business Days
			Observation Period Shift Additional Business Days: [•]/[Not Applicable]
(vi)		Interest Determination Date(s):	[•] [[ ][prior to the [The][first] day of each Interest Period]] [The [second][ ] [Business Day][●] falling prior to Interest Payment Date][Each Interest Payment Date, provided that in respect of the final Interest Period, the Interest Determination Date shall be the [second][ ] [Business Day][●] falling prior to Interest Payment Date ([not] taking into account any adjustment made pursuant to Condition 8 (Payments)) – use for Payment Delay only]
(vii)		Linear Interpolation:	[Not Applicable/ Applicable − the Rate of Interest for the Interest Period ending on the Interest Payment Date falling in [ ] shall be calculated using Linear Interpolation]
(viii)	Margin:		[+/-][ ] per cent. per annum
(ix)		Day Count Fraction:	[Actual/Actual (ICMA)][Actual/Actual Canadian Compound Method][Actual/Actual (ISDA)][Actual/365 (Fixed)][Actual/365 (Sterling)][Actual/360] [30/360][30E/360][30E/360 (ISDA)]
(x)		Determination Date(s):	[[ ] in each year][Not Applicable]
(xi)		Business Day Centre(s):	[ ]
(xii)		Business Day Convention:	[Following Business Day Convention] [Modified Following Business Day Convention] [Modified Business Day Convention] [Preceding Business Day Convention] [FRN Convention] [Floating Rate Convention] [Eurodollar Convention] [No Adjustment]
(xiii)		Maximum Rate of Interest:	[[ ] per cent. per annum] [Not Applicable]
(xiv)		Minimum Rate of Interest:	[[[ ]/[0]] per cent. per annum] [Not Applicable]
(Condition 5)		15. Zero Coupon Note provisions:	[Applicable] [Not Applicable] [The Notes are Zero Coupon Notes]
(i)	Accrual Yield:		[ ] per cent. per annum
(ii)		Reference Price:	[ ]

(iii)	Day Count Fraction:	[Actual/Actual (ICMA)][Actual/Actual Canadian Compound Method][Actual/Actual (ISDA)][Actual/365 (Fixed)][Actual/365 (Sterling)][Actual/360] [30/360][30E/360][30E/360 (ISDA)]
(iv)	Determination Date:	[[ ] in each year] /[Not Applicable]
	PROVISIONS RELATING TO REDEMPTION
	16. Final Redemption Amount: (Condition 6(a))	[ ] per [Calculation Amount]
	17. Issuer's optional redemption (Call): (Condition 6(c))	[Applicable] [Not Applicable]
(i)	Early Redemption Amount (Call):	[Optional Redemption Amount (Call)][Make Whole Redemption Amount]
		[In the case of the call option date[s] falling [on [•]][in the period from (and including) [•] to (but excluding) [•]/[•] before [[•]/[each Resettable Note Reset Date]]], the [Optional Redemption Amount (Call)]
		[In the case of the call option date[s] falling [on [•]][in the period from (and including) [•] to (but excluding) [•]/[•] before [[•]/[each Resettable Note Reset Date]]], the [Make Whole Redemption Amount]
(ii)	Optional Redemption Amount (Call):	[ ] per [Calculation Amount] [Not Applicable]
(iii)	Make Whole Redemption Amount:	[Sterling Make Whole Redemption Amount] [Non-Sterling Make Whole Redemption Amount] [Not Applicable]
	(a) Redemption Margin:	[ ] per cent.
	(b) Reference Bond:	[ ]
	(c) Reference Date:	[ ]
	(d) Relevant Screen Page:	[•] [Not Applicable]
	(e) Quotation Time:	[ ]
(iv)	Series redeemable in part:	[•] [Yes, in relation to the call option date[s] falling [on [•]][in the period from (and including) [•] to (but excluding) [•]/[•] before [•]/[each Resettable Note Reset Date]]]
		[No, in relation to the call option date[s] falling [on [•]][in the period from (and including) [•] to (but excluding) [•]/[•] before [•]/[each Resettable Note Reset Date]]]
(v)	Call option date(s):	[•]/[Any date falling in the period from and including [•] [([•] months following the Issue Date)] to but excluding [•]]/[Any date falling in the period of [•] before [•]/[each Resettable

		Note Reset Date]][, and [•]][; provided, however, that, if a further Tranche of Notes of the same Series is issued after the Issue Date, the first call option date for such further Tranche of Notes shall be the date falling [•] months following the issue date of such further Tranche of Notes]
(vi)	Call option notice period:	[As per Condition 6(c)]/[Not less than [•] nor more than [•] days' notice.]
(vii)	Par Redemption Date:	[•]
	18. Noteholder's optional redemption (Put): (Condition 6(e))	[Applicable] [Not Applicable]
(i)	Early Redemption Amount (Put):	[ ] per [Calculation Amount]
(ii)	Put option date(s):	[•]/[Any date falling in the period from and including [•] [([•] months following the Issue Date)] to but excluding [•]]/[Any date falling in the period of [•] before [•]/[each Resettable Note Reset Date]][, and [•]][; provided, however, that, if a further Tranche of Notes of the same Series is issued after the Issue Date, the first put option date for such further Tranche of Notes shall be the date falling [•] months following the issue date of such further Tranche of Notes]
(iii)	Put option notice period:	[As per Condition 6(e)]/[Not less than [•] nor more than [•] days' notice.]
deductibility:	19. Redemption for taxation reasons – non (Condition 6(b)(iii))	[Applicable] [Not Applicable]
	20. Residual Call (Condition 6(d))	[Applicable] [Not Applicable]
(i)	Relevant Percentage:	[[•] per cent.][As per the Conditions]
(ii)	Call option notice period:	[As per Condition 6(d)]/[Not less than [•] nor more than [•] days' notice]
(iii)	Optional Redemption Amount (Residual Call):	[•] per [Calculation Amount] [Not Applicable]
Event:	21. Redemption upon Capital Disqualification (Condition 6(i))	[Applicable][Not Applicable]
[Capital	Disqualification Event Early Redemption Price:	[[ ] per cent.]] [[ ] per Calculation Amount]
22. Early redemption amount:
(i)	Early redemption amount upon redemption for taxation reasons: (Condition 6(b))	[ ] [Not Applicable]

enforcement: (Condition 9)
	23. Substitution or Variation: (Condition 6(k))				[Applicable][Not Applicable]
				GENERAL PROVISIONS APPLICABLE TO THE NOTES
		24. Form of Notes:			[Bearer] [Registered]
			(Condition 1(a))		[Regulation S Global Registered Note registered in the name of a nominee for [a common depositary for Euroclear and Clearstream, Luxembourg/a common safekeeper for Euroclear and Clearstream, Luxembourg]]
					[Rule 144A Global Registered Note registered in the name of a nominee for DTC]
					[Unrestricted Global Registered Note registered in the name of a nominee for [a common depositary for Euroclear and Clearstream, Luxembourg/a common safekeeper for Euroclear and Clearstream, Luxembourg] and Restricted Global Registered Note registered in the name of a nominee for DTC]
	25. (a)			If issued in bearer form:	[Applicable] [Not Applicable]
			(i)	Initially represented by a Temporary Global Note or Permanent Global Note:	[Temporary] [Permanent] Global Note
			(ii)	Temporary Global Note	[Applicable] [Not Applicable]
				exchangeable for Permanent Global Note and/or Definitive Bearer Notes: (Condition 1(a))	[Permanent Global Note] [Definitive Global Notes]
			(iii)	Permanent Global Note exchangeable for Definitive Bearer Notes:	[Yes] [No] [The Issuer waives its right to elect to exchange the Permanent Global Note for Definitive Bearer Notes in the circumstances described in paragraph (d) of the Permanent Global Note]
			(iv)	Coupons to be attached to Definitive Bearer Notes:	[Yes] [No] [Not Applicable]
			(v)	Talons for future Coupons to be attached to Definitive Bearer Notes:	[Yes] [No] [Not Applicable]
			(vi)	Definitive Bearer Notes to be security printed:	[Yes] [No]

[ ] [Not Applicable]

(ii) Early redemption amount upon

(vii) Definitive Bearer Notes to be in ICMA or successor's format:			[Yes] [No]
(b)		If issued in registered form:	[Applicable] [Not Applicable]
	(i)	Rule 144A Global Registered Note exchangeable for U.S. Definitive Registered Notes:	[Yes] [No] [Not Applicable]
	(ii)	Restricted Global Registered Note exchangeable for U.S. Definitive Registered Notes:	[Yes] [No] [Not Applicable]
	(iii)	Regulation S Global Registered Notes exchangeable for Regulation S Definitive Registered Notes:	[Yes] [No] [Not Applicable]
	(iv)	Unrestricted Global Registered Note exchangeable for Regulation S Definitive Registered Notes:	[Yes] [No] [Not Applicable]
26. Exchange Date for exchange of Temporary Global Note:			[ ]
27. Payments: (Condition 8)
		Relevant Financial Centre Day:	[ ]
28. U.S. selling restrictions:			[TEFRA C] [TEFRA D] [TEFRA not applicable]
			[Regulation S Compliance Category 2] [Rule 144A eligible]
29. Prohibition of Sales to EEA Retail Investors:			[Applicable][Not Applicable]
30. Prohibition of Sales to UK Retail Investors:			[Applicable][Not Applicable]

CONFIRMED

By: ...................................................................... Authorised Signatory

Date: ......................................................................

PART B – OTHER INFORMATION

1.	LISTING
	(i)	Listing:	application Applicable]	[Application [will be/has been] made to admit the Notes to listing on the Official List of the Financial Conduct Authority with effect from on or around [the Issue Date/ [•]]. No assurance can be given as to whether or not, or when, such will be approved.]/[Not
	(ii)	Admission to trading:	the Main application Applicable]	[The original issue was admitted to trading on Market of the London Stock Exchange plc on [ ].] [Application [will be/ has been] made for the Notes to be admitted to trading on the Main Market of the London Stock Exchange plc with effect from on or around [the Issue Date/ [•]]. No assurance can be given as to whether or not, or when, such will be approved.]/[Not
2.	RATINGS
	Ratings:		[The long-term [senior][subordinated] debt of HSBC Bank plc has been rated:]
			[S&P:	[•]]
			[Moody's:	[•]]
			[Fitch:	[•]]
			[The Notes have not specifically been rated.]
			rated:]	[The Notes [have been/are expected to be]
			[S&P:	[•]]
			[Moody's:	[•]]
			[Fitch:	[•]]

3. [INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[[Save for the fees and commission of [ ] payable to the [Managers/Dealers] in relation to the Notes, so] [So] far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the issue.][other interests to be specified]][Not Applicable]

4. [YIELD

Indication of yield: [ ]

[As set out above, the] [The] yield is calculated at the Issue Date on the basis of the Issue Price [for the period from the Issue Date until the First Reset Date]. It is not an indication of future yield.]

5. [REASONS FOR THE OFFER

[Use of proceeds if other than for general corporate purposes: [•]] [The Notes are specified as being "Green Bonds" and an amount of funding equivalent to the net proceeds from the sale of the Notes is intended to be used [as described in "Use of Proceeds – Green Bonds" in the Base Prospectus]]]

6. [ESTIMATE OF THE TOTAL EXPENSES RELATED TO THE ADMISSION TO TRADING

It is estimated that the total expenses to be incurred in relation to the admission to trading of the Notes will be [ ].]

7. ESTIMATED NET PROCEEDS [•]

OPERATIONAL INFORMATION

8.	ISIN Code:		[ ] [Not Applicable]
	[(i)	[Regulation S/Unrestricted] Global Registered Note:	[ ]]
	[(ii)	Restricted Global Registered Note:	[ ]]
9.		Common Code:	[ ] [Not Applicable]
	[(i)	[Regulation S/Unrestricted] Global Registered Note:	[ ]]
	[(ii)	Restricted Global Registered Note:	[ ]]
	10. [FISN:		[•] [As set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN] [Not Applicable]]
	[(i)	[Regulation S/Unrestricted] Global Registered Note:	[ ]]
	[(ii)	Restricted Global Registered Note:	[ ]]]
	11. [CFI Code:		[•] [As set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN] [Not Applicable]]
	[(i)	[Regulation S/Unrestricted] Global Registered Note:	[ ]]
	[(ii)	Restricted Global Registered Note:	[ ]]]
		12. CUSIP Number:	[ ] [Not Applicable]
	[(i)	[Regulation S/Unrestricted] Global Registered Note:	[ ]]
	[(ii)	[Rule 144A/Restricted] Global Registered Note:	[ ]]
		13. New Global Note:	[Yes][No][Not Applicable]

	14. New Safekeeping Structure:	[Yes][No][Not Applicable]
	15. Intended to be held in a manner which would allow Eurosystem eligibility:	[Yes][No][Not Applicable]
		[Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper, [and registered in the name of a nominee of one of the ICSDs acting as common safekeeper] and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]
		/[Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper, [and registered in the name of a nominee of one of the ICSDs acting as common safekeeper]. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.]
and	16. Any clearing system(s) other than Euroclear Clearstream, Luxembourg and the relevant identification number(s):	[None] [DTC] [ ]
	17. Settlement procedures	[Eurobond/Medium Term Note] [ ]
Agent(s):	18. Name and address of Principal Paying	[HSBC Bank plc] [8 Canada Square, London E14 5HQ] [ ]
	19. Name and address of additional Paying Agent(s) (if any):	[ ]
20. Calculation Agent:		[HSBC Bank plc] [ ] [Not Applicable]
21. Transfer Agent:		[HSBC Bank plc] [HSBC Bank USA, National Association][Not Applicable]
22. Registrar:		[HSBC Bank plc] [HSBC Bank USA, National Association][Not Applicable]
be maintained: (Condition 11)	23. City in which specified office of Registrar to	[New York] [ ] [Not Applicable]

1. CPDI Notes [Applicable][Not Applicable]

Projected Payment schedule

Projected Payments	Comparable yield

DISTRIBUTION

1. Method of distribution: [Syndicated/Non-syndicated]

2. (i) If syndicated, names of Relevant Dealer/ Lead Manager(s): [Not Applicable] [ ]

3. (ii) If syndicated, names of other Dealers/ Managers: [Not Applicable] [ ]
4. (iii) Date of Subscription Agreement: [ ]
5. (iv) Stabilisation Manager(s) (if any): [Not Applicable] [ ]
6. 1. If non-syndicated, name of Relevant Dealer: [Not Applicable] [ ]

BENCHMARKS

1. Details of benchmarks administrators and registration under UK Benchmarks Regulation:

[[specify benchmark] is provided by [administrator legal name]. As at the date hereof, [administrator legal name] [appears]/[does not appear] in the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of the UK Benchmarks Regulation. [As far as the Issuer is aware, as at the date hereof [specify benchmark] does not fall within the scope of the UK Benchmarks Regulation.] [As far as the Issuer is aware, the transitional provisions in Article 51 of the UK Benchmarks Regulation apply, such that [administrator legal name] is not currently required to obtain authorisation/registration (or, if located outside the UK, recognition, endorsement or equivalence).]] [Not Applicable]

HONG KONG SFC CODE OF CONDUCT

1. (i) Rebates: [A rebate of [•] bps is being offered by the Issuer to all private banks for orders they place (other than in relation to Notes subscribed by such private banks as principal whereby they are deploying their own balance sheet for onward selling to investors), payable upon closing of this offering based on the principal amount of the Notes distributed by such private banks to investors. Private banks are deemed to be placing an order on a principal basis unless they inform the "capital markets intermediaries" otherwise. As a result, private banks placing an order on a principal basis

(including those deemed as placing an order as principal) will not be entitled to, and will not be paid, the rebate.]/ [Not Applicable]

• (ii) Contact email addresses of the Overall Coordinators where underlying investor information in relation to omnibus orders should be sent:
• (iii) Marketing and Investor Targeting Strategy:

[Include relevant contact email addresses of the Overall Coordinators where the underlying investor information should be sent – Overall Coordinators to provide]/[Not Applicable]

[if different from the Base Prospectus]/[As stated in the Base Prospectus]/[Not Applicable]

FORM OF PRICING SUPPLEMENT

Set out below is the form of pricing supplement which will be completed for each Tranche of Exempt Notes issued under the Programme.

PRICING SUPPLEMENT

Pricing Supplement dated [ ] Series No.: [ ] Tranche No.: [ ]

HSBC Bank plc

(a company incorporated in England with registered number 14259; the liability of its members is limited)

Debt Issuance Programme

Legal Entity Identifier (LEI): MP6I5ZYZBEU3UXPYFY54

[Further] Issue of

[Aggregate Principal Amount of Tranche]

[Title of Notes]

[(To be consolidated and form a single series with the existing [ ] Tranche[s])]

[EU MiFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]

[UK MiFIR product governance / Professional investors and ECPs only target market - Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any [distributor][person subsequently offering, selling or recommending the Notes (a "distributor")] should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.]

[PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of [MiFID II][Directive 2014/65/EU (as amended, "MiFID II")]; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.]

[PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by virtue of the [EUWA][European Union (Withdrawal) Act 2018, as amended (the "EUWA")]; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement [the Insurance Distribution Directive][Directive (EU) 2016/97], where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law in the UK by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.]

[Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to Sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (as modified or amended from time to time, the "SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Notes are ["prescribed capital markets products"]/[capital markets products other than "prescribed capital markets products"] (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018)] 2

No prospectus is required in accordance with Part VI of the [FSMA][Financial Services and Markets Act 2000 (the "FSMA")] for this issue of Notes. The Financial Conduct Authority, in its capacity as competent authority under the FSMA, has neither approved nor reviewed the information contained in this Pricing Supplement.

PART A – CONTRACTUAL TERMS

[This document constitutes the Pricing Supplement relating to the issue of the Tranche of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the base prospectus dated 16 May 2024 in relation to the above Programme (incorporating the Registration Document dated 16 May 2024) [and the supplements thereto dated [•],] which [together] constitute[s] a base prospectus (the "Base Prospectus"). This document constitutes the Pricing Supplement of the Notes described herein and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Pricing Supplement and the Base Prospectus. The Base Prospectus is available for viewing at www.hsbc.com (please follow links to 'Investors', 'Fixed income investors', 'Issuance programmes') [and at [•] during normal business hours] and copies may be obtained from [•].]

[This document constitutes the Pricing Supplement relating to the issue of the Tranche of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the [2005/2019/2022] Conditions (the "Conditions") which are defined in, and incorporated by reference into, the base prospectus dated 16 May 2024 in relation to the above Programme (incorporating the Registration Document dated 16 May 2024) [and the supplements thereto dated [•],] which [together] constitute[s] a base prospectus (the "Base Prospectus"). This document constitutes the Pricing Supplement of the Notes described herein and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Pricing Supplement and the Base Prospectus. The Base Prospectus is available for viewing at www.hsbc.com (please follow links to 'Investors', 'Fixed

² For any Notes to be offered to investors in Singapore, the Issuer to consider whether it needs to reclassify the Notes pursuant to Section 309B of the SFA prior to the launch of the offer. This legend does not need to be included unless the selling restrictions are changed to include investors who are not institutional investors or accredited investors.

income investors', 'Issuance programmes') [and at [•] during normal business hours] and copies may be obtained from [•].]

1.	(i)	Issuer:	HSBC Bank plc
2.	(i)	Series number:	[ ]
	(ii)	[Tranche number:	[ ] [The Notes issued under this Pricing Supplement are to be consolidated and form a single series with [ ] (the "Original Issue") issued on [ ] [(ISIN): [ ]].]
	(iii)	Date on which the Notes become fungible:	[ ] [Not Applicable]
3.		Specified Currency:	[ ]
4.	Aggregate	Principal Amount of Notes admitted to trading:
	(i)	[Series:	[ ]]
	(ii)	[Tranche:	[ ]]
5.	Issue Price:		[ ] per cent. of the Aggregate Principal Amount [plus accrued interest from [ ]]
6.	(i)	Specified Denomination(s) (Condition 1(d)):	[ ] [and integral multiples of [ ] in excess thereof up to and including [ ]. No Notes in definitive form will be issued with a denomination above [ ]].
	(ii)	Calculation Amount:	[ ]
7.	(i)	Issue Date:	[ ]
	(ii)	Interest Commencement Date:	[ ] [Issue Date] [Not Applicable]
	(iii)	CNY Issue Trade Date:	[ ] [Not Applicable]
8.	Maturity Date: (Condition 6(a))		[ ] [Fixed] [Resettable Note] [Interest Payment Date falling in or nearest to [ ]]
9.	Interest basis:		[[ ] per cent. Fixed Rate Notes]
		(Conditions 3 to 5)	[[ ] per cent. Resettable Notes]
			[[ ] +/- [ ] per cent. Floating Rate Notes]
			[Zero Coupon Notes]
	(a)	Change of interest basis:	[Applicable][Not Applicable]
	(Condition 6)	10. Redemption basis:	[Redemption at par] [Redemption at [•] per cent. per Calculation Amount on the Maturity Date]
	11. Put/Call options:		[Condition 6[(c)][and][(d)][(e)] will apply as specified below] [Not Applicable]
	(Condition 2)	12. Status of the Notes:	[Not Subordinated Notes] [Subordinated Notes]

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

	13. Fixed Rate Notes and Resettable Notes (Condition 3)			[Applicable] [(in relation to the period from (and including) [•] to (but excluding) [•])] [Not Applicable]
	(a)	Fixed Rate Note provisions: (Condition 3(a))		[Applicable][Not Applicable] [The Notes are Fixed Rate Notes]
		(i)	Rate of Interest:	[ ] per cent. per annum [payable [annually/ semi-annually/ quarterly /monthly] in arrear]
		(ii)	Fixed Coupon Amounts:	[In relation to [the [first] [ ]] Interest Payment Date / the Interest Payment Date falling [in / on] [ ], [ ] per Calculation Amount.]
				[In relation to all other Interest Payment Dates] [ ] per Calculation Amount.]
				[Not Applicable]
		(iii)	[Fixed Interest Payment Dates(s)] / [Specified Period]:	[[•] in each year commencing on [•] and ending on [•], [in each case subject to adjustment in accordance with the Business Day Convention [for the purposes of payment only and not accrual]] / [•] [months]]
		(iv)	Business Day Convention:	[Following Business Day Convention] [Modified Following Business Day Convention] [Modified Business Day Convention] [Preceding Business Day Convention] [FRN Convention] [Floating Rate Convention] [Eurodollar Convention] [No Adjustment]
		(v)	Day Count Fraction:	[Actual/Actual (ICMA)][Actual/Actual Canadian Compound Method][Actual/Actual (ISDA)][Actual/365 (Fixed)] [Actual/365 (Sterling)][Actual/360] [30/360][30E/360][30E/360 (ISDA)]
		(vi)	Determination Date(s):	[[ ] in each year][Not Applicable]
	(b)	Resettable Note provisions: (Condition 3(b))		[Applicable/Not Applicable][The Notes are Resettable Notes]
		(i)	Initial Rate of Interest:	[ ] per cent. per annum [payable [annually/semi-annually/quarterly/monthly] in arrear]
		(ii)	Resettable Coupon Amounts:	[In relation to the first Resettable Note Interest Payment Date, [ ] per Calculation Amount.]
				[In relation to all [subsequent] Resettable Note Interest Payment Dates up to (and including) the Resettable Note Interest Payment Date falling [in/on] [ ], [ ] per Calculation Amount.]
				[Not Applicable]

(iii)	First Margin:		[+/-][ ] per cent. per annum
(iv)	Subsequent Margin:		[[+/-][ ] per cent. per annum] [Not Applicable]
(v)	[Resettable Period]:	Note Interest Payment Date(s)] / [Specified	[[•] in each year commencing on [•] and ending on [•], [in each case subject to adjustment in accordance with the Business Day Convention [for the purposes of payment only and not accrual]] / [•] [months]]
(vi)		First Reset Date:	[ ]
(vii)		Second Reset Date:	[ ] [Not Applicable]
(viii)		Subsequent Reset Dates:	[ ] [Not Applicable]
(ix)		Day Count Fraction:	[Actual/Actual (ICMA)][Actual/Actual Canadian Compound Method][Actual/Actual (ISDA)][Actual/365 (Fixed)] [Actual/365 (Sterling)][Actual/360] [30/360][30E/360][30E/360 (ISDA)]
(x)	Determination Date(s):		[[ ] in each year][Not Applicable]
(xi)		Business Day Centre(s):	[ ]
(xii)		Business Day Convention:	[Following Business Day Convention] [Modified Following Business Day Convention] [Modified Business Day Convention] [Preceding Business Day Convention] [FRN Convention] [Floating Rate Convention] [Eurodollar Convention] [No Adjustment]
(xiii)	Resettable Rate:	Note Reference	[Mid-Swap Rate] [Resettable Note Interbank Rate] [U.S. Treasury Rate] [Resettable Note Reference Bond Rate] [SORA-OIS Rate] [TONA-TSR Rate]
(xiv)		Mid-Swap Rate:	[Single Mid-Swap Rate] [Mean Mid-Swap Rate] [Not Applicable]
	(a)	Relevant Screen Page:	[ ]
	(b)	Relevant Time:	[ ]
	(c)	Relevant Financial Centre:	[As per the Conditions] [ ]
	(d)	Reference Banks:	[As per the Conditions] [ ]
	(e)	Mid-Swap Maturity:	[ ]
	(f)	Fixed Leg Swap Payment Frequency:	[ ]
	(g)	Mid-Swap Floating Leg Benchmark Rate:	[ ]

	(h)	Benchmark Replacement		[Applicable][Not Applicable]
(xv)	Reference Rate applicable to Resettable Note Interbank Rate:			[BBSW] [CNH HIBOR] [EURIBOR] [HIBOR] [NIBOR] [SHIBOR] [STIBOR] [TAIBIR] [TAIBOR] [TIIE] [Not Applicable]
	(a)		Relevant Period:	[ ]
	(b)	Relevant Page:	Screen	[ ]
	(c)		Relevant Time:	[ ]
	(d)	Relevant Centre:	Financial	[As per the Conditions] [ ]
	(e)	ISDA Determination for Fallback provisions:		[Not Applicable][Applicable]
		(1)	ISDA Definitions:	[2006 ISDA Definitions / 2021 ISDA Definitions]
		(2)	Floating Rate Option:	[ ]
			(3) Designated Maturity:	[ ]
		(4)	Reset Date:	[[•] / as specified in the ISDA Definitions / the first day of the relevant Interest Period]
	(f)	Reference Banks:		[As per the Conditions] [ ] [Not Applicable]
	(g)	Leading Banks:		[As per the Conditions] [ ] [Not Applicable]
	(h)	Benchmark Replacement:		[Applicable][Not Applicable]
(xvi)	U.S. Treasury Rate:			[Applicable] [Not Applicable]
	(a)	Reference Bond:		[•] [As per the Conditions]
	(b)		Quotation Time:	[•]
(xvii)	Resettable Note Reference Bond Rate:			[Applicable][Not Applicable]
	(a)		Quotation Time:	[•]
	(b)		Reference Bond:	[As per the Conditions] [•]
	(c)	Relevant Page:	Screen	[As per the Conditions] [•]
	(d)	Source:	Reference Bond Rate	[Price]/[Yield]

			(e)	Screen Reference Rate:	Page Bond	[Applicable]/[Not Applicable]
		(xviii)		SORA-OIS Rate:		[Applicable] [Not Applicable]
			(i)	Reference Duration:	Rate	[•]
			(ii)	Benchmark Replacement:		[Applicable] [Not Applicable]
			(iii)	Relevant Page:	Screen	[As per the Conditions] [•]
		(xix)		TONA-TSR Rate:		[Applicable] [Not Applicable]
			(i)	Semi Annual/Annualised basis:		[Semi-annual][Annualised]
			(ii)	Relevant Page:	Screen	[As per the Conditions] [•]
			(iii)	Quotation Time:		[•]
			(iv)	TONA-TSR Applicable Time:		[10:00a.m. Tokyo time]/[3:00p.m. Tokyo time]
	(Condition 4)	14. Floating Rate Note provisions:				[Applicable] [(in relation to the period from (and including) [•] to (but excluding) [•])] [Not Applicable] [The Notes are Floating Rate Notes]
	(i)	Period]:		[Interest Payment Dates] / [Specified		[[ ] in each year commencing on [ ] and ending on [ ], [in each case subject to adjustment in accordance with the Business Day Convention] / [ ] [months]]
	(ii)		Reference Rate:			[BBSW] [CNH HIBOR] [CORRA] [EURIBOR] [HIBOR] [HONIA] [NIBOR] [SHIBOR] [SARON] [SOFR] [SONIA] [SORA] [STIBOR] [€STR] [TAIBIR] [TAIBOR] [TIIE]
	(iii)		Relevant Period:			[ ]
	(iv)			Screen Rate Determination:		[Not Applicable][Applicable]
		(a)		Relevant Screen Page:		[ ]
		(b)		Relevant Time:		[ ]
		(c)		Relevant Financial Centre:		[As per the Conditions] [ ]
		(d)	Reference Banks:			[As per the Conditions] [ ] [Not Applicable]
		(e)		Leading Banks:		[As per the Conditions] [ ] [Not Applicable]
		(f)	ISDA	Determination Fallback provisions:	for	[Applicable][Not Applicable]

		(1)	Floating Option:	Rate	[ ]
		(2)	Designated Maturity:		[ ]
		(3)	Reset Date:		[ ]
	(g)		RFR Index Determination:		[Applicable / Not Applicable]
	(h)		Determination Method:		[Compounded Daily Rate – include if RFR Index Determination is specified as applicable or if this is the chosen determination method where RFR Index Determination is specified as not applicable] [Weighted Average Rate]
	(i)		Observation Method:		[Observation Shift – include if RFR Index Determination is specified as applicable or if this is the chosen observation method where RFR Index Determination is specified as not applicable][Lag][Lockout][Payment Delay]
		(1)	Observation Option where Observation Shift is applicable]-:	Shift [Specify	[Standard Shift – include if RFR Index Determination is specified as applicable or if this is the chosen observation method where RFR Index Determination is specified as not applicable][IDD Shift]
	(j)	Y:			[365 – likely to be specified for GBP][360- likely to be specified for USD][•]
	(k)	"p":			[Specify if Observation Shift (Standard Shift) or Lag are applicable][Not Applicable][To be 5 unless otherwise confirmed with the agent]
	(l)		ARRC Fallbacks:		[Applicable][Not Applicable] - May be applicable if SOFR is the Reference Rate only
	(m)		Benchmark Replacement		[Applicable][Not Applicable]
	(n)	Effective Dates:	Interest	Payment	[In respect of each Interest Period other than the final Interest Period, the date falling [two][•] [Business Days][•] following the Interest Payment Date, and in respect of the final Interest Period, the Maturity Date or redemption date (as applicable) of the Notes. – include if Payment Delay is specified][Not Applicable]
(v)		ISDA Determination:			[Applicable][Not Applicable]
	(a)		ISDA Definitions:		[2006 ISDA Definitions / 2021 ISDA Definitions]
	(b)		Floating Rate Option:		[[•] / CHF-SARON / EUR-EURIBOR Reuters (if 2006 ISDA Definitions apply) / EUR-EURIBOR (if 2021 ISDA Definitions apply) / EUR-EuroSTR / EUR-EuroSTR Compounded Index / GBP SONIA / GBP SONIA Compounded Index / HKD-HONIA /

JPY-TONA / USD-SOFR / USD-SOFR Compounded Index]

(The Floating Rate Option should be selected from one of: CHF-SARON / EUR-EURIBOR-Reuters (if 2006 ISDA Definitions apply) / EUR-EURIBOR (if 2021 ISDA Definitions apply) / EUR-EuroSTR / EUR-EuroSTR Compounded Index / GBP SONIA / GBP SONIA Compounded Index / HKD-HONIA / JPY-TONA / USD-SOFR / USD-SOFR Compounded Index (as defined in the ISDA Definitions). These are the options envisaged by the terms and conditions.)

(c) Designated Maturity: [•]/[Not Applicable]

(i) Compounding Method:

(Designated Maturity will not be relevant where the Floating Rate Option is a risk free rate)

• (d) Reset Date: [[•] / as specified in the ISDA Definitions / the first day of the relevant Interest Period]
• (e) Compounding: [Applicable][Not Applicable]

[Compounding with Lookback

Lookback: [•] Applicable Business Days]

[Compounding with Observation Period Shift

Observation Period Shift: [•] Observation Period Shift Business Days

Observation Period Shift Additional Business Days: [•]/[Not Applicable]]

[Compounding with Lockout

Lockout: [•] Lockout Period Business Days

Lockout Period Business Days: [•]/[Applicable Business Days]]

• (f) Averaging: [Applicable][Not Applicable]
  • (i) Averaging Method: [Averaging with Lookback

Lookback: [•] Applicable Business Days]

[Averaging with Observation Period Shift

Observation Period Shift: [•] Observation Period Shift Business Days

Observation Period Shift Additional Business Days: [•]/[Not Applicable]]

[Averaging with Lockout

Lockout: [•] Lockout Period Business Days

			Lockout Period Business Days: [•]/[Applicable Business Days]]
	(g)	Index Provisions:	[Applicable][Not Applicable]
		(i) Index Method:	Compounded Index Method with Observation Period Shift
			Observation Period Shift: [•] Observation Period Shift Business Days
			Observation Period Shift Additional Business Days: [•]/[Not Applicable]
(vi)		Interest Determination Date(s):	[•] [[ ][prior to the [The][first] day of each Interest Period]] [The [second][ ] [Business Day][●] falling prior to Interest Payment Date][Each Interest Payment Date, provided that in respect of the final Interest Period, the Interest Determination Date shall be the [second][ ] [Business Day][●] falling prior to Interest Payment Date ([not] taking into account any adjustment made pursuant to Condition 8 (Payments)) – use for Payment Delay only]
(vii)		Linear Interpolation:	[Not Applicable/ Applicable − the Rate of Interest for the Interest Period ending on the Interest Payment Date falling in [ ] shall be calculated using Linear Interpolation]
(viii)	Margin:		[+/-][ ] per cent. per annum
(ix)		Day Count Fraction:	[Actual/Actual (ICMA)][Actual/Actual Canadian Compound Method][Actual/Actual (ISDA)][Actual/365 (Fixed)][Actual/365 (Sterling)][Actual/360] [30/360][30E/360][30E/360 (ISDA)]
(x)	Determination Date(s):		[[ ] in each year][Not Applicable]
(xi)		Business Day Centre(s):	[ ]
(xii)		Business Day Convention:	[Following Business Day Convention] [Modified Following Business Day Convention] [Modified Business Day Convention] [Preceding Business Day Convention] [FRN Convention] [Floating Rate Convention] [Eurodollar Convention] [No Adjustment]
(xiii)		Maximum Rate of Interest:	[[ ] per cent. per annum] [Not Applicable]
(xiv)		Minimum Rate of Interest:	[[ ]/[0]] per cent. per annum] [Not Applicable]
(Condition 5)		15. Zero Coupon Note provisions:	[Applicable] [Not Applicable] [The Notes are Zero Coupon Notes]
(i)		Accrual Yield:	[ ] per cent. per annum

	(ii)	Reference Price:		[ ]
	(iii)		Day Count Fraction:	[Actual/Actual (ICMA)][Actual/Actual Canadian Compound Method][Actual/Actual (ISDA)][Actual/365 (Fixed)][Actual/365 (Sterling)][Actual/360] [30/360][30E/360][30E/360 (ISDA)]
	(iv)		Determination Date:	[[ ] in each year] /[Not Applicable]
			PROVISIONS RELATING TO REDEMPTION
		(Condition 6(a))	16. Final Redemption Amount:	[ ] per [Calculation Amount]
		(Condition 6(c))	17. Issuer's optional redemption (Call):	[Applicable] [Not Applicable]
	(i)		Early Redemption Amount (Call):	[Optional Redemption Amount (Call)][Make Whole Redemption Amount]
				[In the case of the call option date[s] falling [on [•]][in the period from (and including) [•] to (but excluding) [•]/[•] before [[•]/[each Resettable Note Reset Date]]], the [Optional Redemption Amount (Call)]
				[In the case of the call option date[s] falling [on [•]][in the period from (and including) [•] to (but excluding) [•]/[•] before [[•]/[each Resettable Note Reset Date]]], the [Make Whole Redemption Amount]
	(ii)		Optional Redemption Amount (Call):	[ ] per [Calculation Amount] [Not Applicable]
	(iii)	Make Whole Redemption Amount:		[Sterling Make Whole Redemption Amount][Non-Sterling Make Whole Redemption Amount] [Not Applicable]
		(a)	Redemption Margin:	[ ] per cent.
		(b)	Reference Bond:	[ ]
		(c)	Reference Date:	[ ]
		(d)	Relevant Screen Page:	[•] [Not Applicable]
		(e)	Quotation Time:	[ ]
	(iv)	Series redeemable in part:		[•] [Yes, in relation to the call option date[s] falling [on [•]][in the period from (and including) [•] to (but excluding) [•]/[•] before [•]/[each Resettable Note Reset Date]]]
				[No, in relation to the call option date[s] falling [on [•]][in the period from (and including) [•] to (but excluding) [•]/[•] before [•]/[each Resettable Note Reset Date]]]
	(v)		Call option date(s):	[•]/[Any date falling in the period from and including [•] [([•] months following the Issue Date)] to but excluding [•]]/[Any date falling

		in the period of [•] before [•]/[each Resettable Note Reset Date]][, and [•]][; provided, however, that, if a further Tranche of Notes of the same Series is issued after the Issue Date, the first call option date for such further Tranche of Notes shall be the date falling [•] months following the issue date of such further Tranche of Notes]
(vi)	Call option notice period:	[As per Condition 6(c)]/[Not less than [•] nor more than [•] days' notice.]
(vii)	Par Redemption Date:	[•]
	18. Noteholder's optional redemption (Put): (Condition 6(e))	[Applicable] [Not Applicable]
(i)	Early Redemption Amount (Put):	[ ] per [Calculation Amount]
(ii)	Put option date(s):	[•]/[Any date falling in the period from and including [•] [([•] months following the Issue Date)] to but excluding [•]]/[Any date falling in the period of [•] before [•]/[each Resettable Note Reset Date]][, and [•]][; provided, however, that, if a further Tranche of Notes of the same Series is issued after the Issue Date, the first put option date for such further Tranche of Notes shall be the date falling [•] months following the issue date of such further Tranche of Notes]
(iii)	Put option notice period:	[As per Condition 6(d)]/[Not less than [•] nor more than [•] days' notice.]
	19. Redemption for taxation reasons – non deductibility: (Condition 6(b)(iii)):	[Applicable] [Not Applicable]
	20. Residual Call (Condition 6(d))	[Applicable] [Not Applicable]
(i)	Relevant Percentage:	[[•] per cent.][As per the Conditions]
(ii)	Call option notice period:	[As per Condition 6(d)]/[Not less than [•] nor more than [•] days' notice]
(iii)	Optional Redemption Amount (Residual Call):	[•] per [Calculation Amount] [Not Applicable]
Event:	21. Redemption upon Capital Disqualification (Condition 6(i))	[Applicable][Not Applicable]
[Capital	Disqualification Event Early Redemption Price:	[[ ] per cent.]] [[ ] per Calculation Amount]
22. Early redemption amount:
(i)	Early redemption amount upon redemption for taxation reasons: (Condition 6(b))	[ ] [Not Applicable]

		enforcement: (Condition 9)
		(Condition 6(k))	23. Substitution or Variation:	[Applicable] [Not Applicable]
			GENERAL PROVISIONS APPLICABLE TO THE NOTES
	24. Form of Notes: (Condition 1(a))			[Bearer] [Registered]
				[Regulation S Global Registered Note registered in the name of a nominee for [a common depositary for Euroclear and Clearstream, Luxembourg/a common safekeeper for Euroclear and Clearstream, Luxembourg]]
				[Rule 144A Global Registered Note registered in the name of a nominee for DTC]
				[Unrestricted Global Registered Note registered in the name of a nominee for [a common depositary for Euroclear and Clearstream, Luxembourg/a common safekeeper for Euroclear and Clearstream, Luxembourg] and Restricted Global Registered Note registered in the name of a nominee for DTC]
	25. (a)		If issued in bearer form:	[Applicable] [Not Applicable]
		(i)	Initially represented by a Temporary Global Note or Permanent Global Note:	[Temporary] [Permanent] Global Note
		(ii)	Temporary Global Note	[Applicable] [Not Applicable]
			exchangeable for Permanent Global Note and/or Definitive Bearer Notes: (Condition 1(a))	[Permanent Global Note] [Definitive Global Notes]
		(iii)	Permanent Global Note exchangeable for Definitive Bearer Notes:	[Yes] [No] [The Issuer waives its right to elect to exchange the Permanent Global Note for Definitive Bearer Notes in the circumstances described in paragraph (d) of the Permanent Global Note]
		(iv)	Coupons to be attached to Definitive Bearer Notes:	[Yes] [No] [Not Applicable]
		(v)	Talons for future Coupons to be attached to Definitive Bearer Notes:	[Yes] [No] [Not Applicable]
		(vi)	Definitive Bearer Notes to be security printed:	[Yes] [No]
		(vii)	Definitive Bearer Notes to be in ICMA or successor's format:	[Yes] [No]

[ ] [Not Applicable]

(ii) Early redemption amount upon

(b)		If issued in registered form:	[Applicable] [Not Applicable]
	(i)	Rule 144A Global Registered Note exchangeable for U.S. Definitive Registered Notes:	[Yes] [No] [Not Applicable]
	(ii)	Restricted Global Registered Note exchangeable for U.S. Definitive Registered Notes:	[Yes] [No] [Not Applicable]
	(iii)	Regulation S Global Registered Notes exchangeable for Regulation S Definitive Registered Notes:	[Yes/No/Not Applicable]
	(iv)	Unrestricted Global Registered Note exchangeable for Regulation S Definitive Registered Notes:	[Yes/No/Not Applicable]
Global Note:		26. Exchange Date for exchange of Temporary	[ ]
27. Payments:
(Condition 8)
(i)		Relevant Financial Centre Day:	[ ]
		28. U.S. selling restrictions:	[TEFRA C] [TEFRA D] [TEFRA not applicable]
			[Regulation S Compliance Category 2] [Rule 144A eligible]
		29. Prohibition of Sales to EEA Retail Investors:	[Applicable][Not Applicable]
30. Prohibition of Sales to UK Retail Investors:			[Applicable][Not Applicable]
31. [Additional terms and conditions:			[ ]]

CONFIRMED

HSBC BANK PLC

By: ....................................................................... Authorised Signatory

Date: .......................................................................

PART B – OTHER INFORMATION

1. LISTING

• (i) Listing: [ ] [Not Applicable]
• (ii) Admission to trading: [ ] [Not Applicable] [Application [will be/has been] made for the Notes to be admitted to

2. RATINGS

Ratings: [The long-term [senior][subordinated] debt of HSBC Bank plc has been rated:]

trading on the International Securities Market with effect from on around the Issue Date/ [•].]

[S&P: [•]]

[Moody's: [•]]

[Fitch: [•]]

[The Notes have not specifically been rated.]

[The Notes [have been/are expected to be] rated:]

[S&P:	[ ]]
[Moody's:	[ ]]
[Fitch:	[ ]]

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

[[Save for the fees and commission of [ ] payable to the [Managers/Dealers] in relation to the Notes, so] [So] far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the issue.][other interests to be specified][Not Applicable]

1. [YIELD

Indication of yield: [ ]

[As set out above, the] [The] yield is calculated at the Issue Date on the basis of the Issue Price [for the period from the Issue Date until the First Reset Date]. It is not an indication of future yield.]]

5. [REASONS FOR THE OFFER

[Use of proceeds if other than for general corporate purposes: [•]] [The Notes are specified as being "Green Bonds" and an amount of funding equivalent to the net proceeds from the sale of the Notes is intended to be used [as described in "Use of Proceeds – Green Bonds" in the Base Prospectus]]

6. ESTIMATE OF THE TOTAL EXPENSES RELATED TO THE ADMISSION TO TRADING

It is estimated that the total expenses to be incurred in relation to the admission to trading of the Notes will be [ ]. [Not Applicable]

OPERATIONAL INFORMATION

	7.	ISIN Code:		[ ] [Not Applicable]
		[(i)	[Regulation S/Unrestricted] Global Registered Note:	[ ]]
		[(ii)	Restricted Global Registered Note:	[ ]]
	8.		Common Code:	[ ] [Not Applicable]
		[(i)	[Regulation S/Unrestricted] Global Registered Note:	[ ]]
		[(ii)	Restricted Global Registered Note:	[ ]]
	9.	[FISN:		[•] [As set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN] [Not Applicable]]
		[(i)	[Regulation S/Unrestricted] Global Registered Note:	[ ]]
		[(ii)	Restricted Global Registered Note:	[ ]]]
		10. [CFI Code:		[•] [As set out on the website of the Association of National Numbering Agencies (ANNA) or alternatively sourced from the responsible National Numbering Agency that assigned the ISIN] [Not Applicable]]
		[(i)	[Regulation S/Unrestricted] Global Registered Note:	[ ]]
		[(ii)	Restricted Global Registered Note:	[ ]]]
			11. CUSIP Number:	[ ] [Not Applicable]
		[(i)	[Regulation S/Unrestricted] Global Registered Note:	[ ]]
		[(ii)	[Rule 144A/Restricted] Global Registered Note:	[ ]]
			12. New Global Note:	[Yes][No][Not Applicable]
			13. New Safekeeping Structure:	[Yes][No][Not Applicable]
			14. Intended to be held in a manner which would	[Yes][No][Not Applicable]
			allow Eurosystem eligibility:	[Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the ICSDs as common safekeeper, [and registered in the name of a nominee of one of the ICSDs acting as common safekeeper,] and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem

either upon issue or at any or all times during their life. Such recognition will depend upon

eligibility criteria have been met.] /[Whilst the designation is specified as "no" at the date of this Pricing Supplement, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper, [and registered in the name of a nominee of one of the ICSDs acting as common safekeeper]. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.] 15. Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): [None] [DTC] [ ] 16. Settlement procedures [Eurobond/Medium Term Note] [ ] 17. Name and address of Principal Paying Agent(s): [HSBC Bank plc] [8 Canada Square, London E14 5HQ] [ ] 18. Name and address of additional Paying Agent(s) (if any): [ ] 19. Calculation Agent: [HSBC Bank plc] [ ] [Not Applicable] 20. Transfer Agent: [HSBC Bank plc] [HSBC Bank USA, National Association][Not Applicable] 21. Registrar: [HSBC Bank plc] [HSBC Bank USA, National Association][Not Applicable] 22. City in which specified office of Registrar to be maintained: [New York] [ ] [Not Applicable] (Condition 11) CPDI Notes: [Applicable][Not Applicable]

Projected Payments Comparable yield

the ECB being satisfied that Eurosystem

DISTRIBUTION

• Projected Payment schedule

23. Method of distribution:	[Syndicated/Non-syndicated]

(i) If syndicated, names of Relevant Dealer/ Lead Manager(s): [Not Applicable] [ ]

• (ii) If syndicated, names of other Dealers/ Managers: [Not Applicable] [ ]
• (iii) Date of Subscription Agreement: [ ]
• (iv) Stabilisation Manager(s) (if any): [Not Applicable] [ ]
• 1. If non-syndicated, name of Relevant Dealer: [Not Applicable] [ ]

BENCHMARKS

1. Details of benchmarks administrators and registration under UK Benchmarks Regulation:

[[specify benchmark] is provided by [administrator legal name]. As at the date hereof, [administrator legal name] [appears]/[does not appear] in the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of the UK Benchmarks Regulation. [As far as the Issuer is aware, as at the date hereof [specify benchmark] does not fall within the scope of the UK Benchmarks Regulation.] [As far as the Issuer is aware, the transitional provisions in Article 51 of the UK Benchmarks Regulation apply, such that [administrator legal name] is not currently required to obtain authorisation/registration (or, if located outside the UK, recognition, endorsement or equivalence).]] [Not Applicable]

HONG KONG SFC CODE OF CONDUCT

1. (i) Rebates: [A rebate of [•] bps is being offered by the Issuer to all private banks for orders they place (other than in relation to Notes subscribed by such private banks as principal whereby they are deploying their own balance sheet for onward selling to investors), payable upon closing of this offering based on the principal amount of the Notes distributed by such private banks to investors. Private banks are deemed to be placing an order on a principal basis unless they inform the "capital markets intermediaries" otherwise. As a result, private banks placing an order on a principal basis (including those deemed as placing an order as principal) will not be entitled to, and will not be paid, the rebate.]/ [Not Applicable]

2. (ii) Contact email addresses of the Overall Coordinators where underlying investor information in relation to omnibus orders should be sent:

3. (iii) Marketing and Investor Targeting Strategy:

[Include relevant contact email addresses of the Overall Coordinators where the underlying investor information should be sent – Overall Coordinators to provide]/[Not Applicable]

[if different from the Base Prospectus]/[As stated in the Base Prospectus]/[Not Applicable]

TERMS AND CONDITIONS OF THE NOTES

The following (disregarding any sentences in italics) is the text of the terms and conditions applicable to the Notes, which, as completed in accordance with the provisions of the relevant Final Terms, will be incorporated by reference into each Global Note (subject to the section entitled "Forms of Notes; Summary of Provisions Relating to the Notes while in Global Form" above) and which will be endorsed on the Notes in definitive form (if any) issued in exchange for Global Notes representing each Tranche, details of the relevant Tranche being as set out in the relevant Final Terms.

This Note is one of a Series of Notes (the "Notes") issued pursuant to the debt issuance programme (the "Programme") established by HSBC Bank plc (the "Issuer") and is constituted by and issued subject to and with the benefit of a Trust Deed dated 23 June 1994 (such Trust Deed as last modified and restated on or about 16 May 2024 and as further modified and/or supplemented and/or restated from time to time, the "Trust Deed") made between the Issuer and The Law Debenture Trust Corporation p.l.c. (the "Trustee" which expression shall wherever the context so admits include its successors) and has the benefit of an Agency Agreement dated 23 June 1994 (such Agency Agreement as last modified and restated on or about 18 May 2023 and as further modified and/or supplemented and/or restated from time to time, the "Agency Agreement") each made between, amongst others, the Issuer, the Principal Paying Agent (the "Principal Paying Agent" which expression shall wherever the context so admits include its successors as such, and, together with any successor or additional paying agent appointed in respect of the Notes, the "Paying Agents", which expression shall wherever the context so admits include any successor and/or additional paying agents), the Registrar (the "Registrar" which expression shall wherever the context so admits include any successor or additional person appointed as such in respect of the Notes), the Transfer Agent (the "Transfer Agents", which expression shall wherever the context so admits include any successor or additional person appointed as such in respect of the Notes) each named therein and the Trustee. The initial Principal Paying Agent and the initial Registrar are as named herein. The Trustee shall exercise the duties, power, trusts, authorities and discretions vested in it by the Trust Deed separately in relation to each Series of Notes in accordance with the provisions of the Trust Deed. Copies of the Trust Deed and the Agency Agreement are available for inspection during normal business hours by prior arrangement at the registered office for the time being of the Trustee and at the specified office of each of the Principal Paying Agent, the other Paying Agents (if any), the Registrar and the Transfer Agents appointed from time to time pursuant to the terms of the Agency Agreement. The Holders (as defined in Condition 1(e) (Title)) for the time being of Notes (the "Noteholders") and of any coupons ("Coupons") or talons ("Talons") (the "Couponholders") are entitled to the benefit of, are bound by, and are deemed to have notice of, all the provisions of the Trust Deed and the Agency Agreement applicable to them. Certain provisions of these Conditions are summaries of the Trust Deed and the Agency Agreement and are subject to their detailed provisions.

References in these terms and conditions (the "Conditions") to "Notes" shall, where the context so requires include the temporary global Notes, the permanent global Notes, subordinated Notes ("Subordinated Notes"), Notes which are not subordinated and such other Notes as may from time to time be issued under the Programme, as the case may be, and the term "Notes" includes debt instruments, by whatever name called, issued under the Programme. All Notes will be issued in series (each, a "Series") and each Series may comprise one or more tranches (each, a "Tranche") of Notes. Each Tranche will be the subject of a Final Terms (the "Final Terms"), a copy of which will be attached to or incorporated by reference in each Note of such Tranche, provided that in the case of a Tranche of Exempt Notes which is the subject of a pricing supplement (a "Pricing Supplement"), each reference to Final Terms or to information being specified or identified in the relevant Final Terms shall be read and construed as a reference to the Pricing Supplement or to such information being specified or identified in the relevant Pricing Supplement, unless the context requires otherwise. Subject as set out in the relevant Final Terms, all Notes issued pursuant to the Programme on the same date, denominated in the same currency, having the same maturity date, bearing interest, if any, on the same basis and issued on identical terms will constitute one Tranche of Notes.

Words and expressions defined or used in the Final Terms relating to a Tranche of Notes shall have the same meanings where used in these Conditions unless the context otherwise requires.

Any defined terms not defined in Condition 18 (Definitions) shall have the meaning given to them elsewhere in the Conditions or the Final Terms (as applicable).

1. Form, Denomination and Title

(a) Form

Notes are issued in bearer form ("Bearer Notes") or in registered form ("Registered Notes") as set out in the relevant Final Terms.

(b) Form of Bearer Notes

Bearer Notes will be in substantially the relevant form (subject to amendment and completion) scheduled to the Trust Deed or in such other form as from time to time may be agreed. Interest-bearing Bearer Notes will, if so specified in the relevant Final Terms, have attached at the time of their initial delivery Coupons, presentation of which will be a prerequisite to the payment of interest in certain circumstances specified below. Interestbearing Bearer Notes will also, if so specified in the relevant Final Terms, have attached at the time of their initial delivery a Talon exchangeable for further Coupons and the expression "Coupons" shall, where the context so requires, include Talons.

(c) Form of Registered Notes

Registered Notes will be in substantially the relevant form (subject to amendment and completion) scheduled to the Trust Deed or in such other form as may from time to time be agreed. A single Registered Note will be issued to each Holder of Registered Notes in respect of its registered holding. Each Registered Note will be numbered serially with an identifying number which will be recorded in the Register.

(d) Denomination

Bearer Notes will be in the Specified Denomination(s) set out in the relevant Final Terms. Registered Notes will be in the denomination(s) and multiples set out in the relevant Final Terms.

(e) Title

Title to Bearer Notes, Coupons and Talons will pass by delivery. Title to Registered Notes passes by registration in the register (the "Register") which is kept by the Registrar. References herein to the "Holders" of Bearer Notes or of Coupons are to the bearers of such Bearer Notes or such Coupons and references herein to the "Holders" of Registered Notes are to the persons in whose names such Registered Notes are so registered in the Register.

To the extent permitted by law and subject to the provisions of the fourth paragraph of Condition 13(a) (Notices) while the Notes of any Series are represented by a Note or Notes in global form, the Issuer, the Principal Paying Agent, any other Paying Agents, the Transfer Agents, the Calculation Agent and the Registrar may deem and treat the Holder of any Bearer Note or of any Coupon and the person in whose name any Registered Note is registered (and, if more than one, the first named thereof) as the absolute owner thereof (whether or not such Note shall be overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for the purpose of receiving payment on account thereof and for all other purposes.

(f) Transfer of Registered Notes

Subject as provided in the final sentence of this Condition 1(f), a Registered Note may, upon the terms and subject to the conditions set forth in the Agency Agreement, be transferred in whole or in part only upon the surrender of the Registered Note to be transferred, together with the form of transfer (including, without limitation, any certification as to compliance with restrictions on transfer included in such form of transfer) endorsed on it duly completed and executed, at the specified office of the Registrar or any of the Transfer Agents together with such evidence as the Registrar, or as the case may be, the relevant Transfer Agent may reasonably require to prove the title of the transferor and the authority of the persons who have executed the form of transfer. A new Registered Note will be issued to the transferee and, in the case of a transfer of part only of a Registered Note, a new Registered Note in respect of the balance not transferred will be issued to the transferor. No Holder may require the transfer of a Registered Note to be registered during the period of 15 calendar days ending on the due date for any payment (whether of principal, redemption amount, interest or otherwise) in respect of such Note.

(g) Delivery

Each new Registered Note to be issued upon the transfer of a Registered Note will, within five Relevant Banking Days (as defined in Condition 12 (Replacement and Transfer)) of the Transfer Date (as defined in Condition 12 (Replacement and Transfer)), be available for delivery at the specified office of the Registrar or, as the case may be, the relevant Transfer Agent or (at the request and risk of the Holder of such Registered Note) be mailed by uninsured post to such address as may be specified by such Holder. For these purposes, a form of transfer received by the Registrar or any of the Transfer Agents after the Record Date (as defined in Condition 8(b) (Registered Notes)) in respect of any payment due in respect of Registered Notes shall be deemed not to be effectively received by the Registrar or such Transfer Agent until the day following the due date for such payment.

(h) No charge

The issue of new Registered Notes on transfer will be effected without charge to the Holder or the transferee by or on behalf of the Issuer, the Registrar or the relevant Transfer Agent, but upon payment by the applicant of (or the giving by the applicant of such indemnity as the Registrar or, as the case may be, the relevant Transfer Agent may require in respect of) any tax or other duty of whatsoever nature which may be levied or imposed in connection with such transfers or exchanges.

(i) Regulations concerning transfer and registration of Registered Notes

All transfers of Registered Notes and entries on the Register will be made subject to the detailed regulations (the "Regulations") concerning exchange and transfer of Registered Notes scheduled to the Agency Agreement. The Regulations may be amended, supplemented or replaced by the Issuer with the prior written approval of the Registrar but without the consent of the Holders of any Notes. A copy of the current Regulations are available for inspection during usual business hours at the specified office of the Registrar and the Transfer Agent.

(j) Rule 144A Legend

Upon the transfer, exchange or replacement of Registered Notes bearing the private placement legend (the "Rule 144A Legend") for the purpose of Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), set forth in the form of Registered Note scheduled to the Trust Deed, the Registrar shall deliver only Registered Notes that also bear such legend unless there is delivered to the Issuer and to the Registrar such satisfactory evidence, which may include an opinion of counsel, as may reasonably be required by the Issuer, that neither the Rule 144A Legend nor the restrictions on transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144 or Regulation S under the Securities Act or that such Registered Notes are not "restricted securities" within the meaning of Rule 144 under the Securities Act. The Issuer has covenanted and agreed in the Trust Deed that it will not acquire any beneficial interest, and will cause its affiliates not to acquire any beneficial interest, in any Registered Note bearing the Rule 144A Legend unless it notifies the Registrar in writing of such acquisition. The Registrar and all Holders shall be entitled to rely without further investigation on any such notification (or lack thereof).

(k) No Exchange

Registered Notes may not be exchanged for Bearer Notes and Bearer Notes may not be exchanged for Registered Notes.

2. Status and Subordination

The Notes of each Series (other than Subordinated Notes) constitute direct, unsecured obligations of the Issuer, ranking pari passu without any preference among themselves and, at their Issue Date, ranking pari passu with all other unsecured and unsubordinated obligations of the Issuer other than any such obligations preferred by law.

The Notes of each Series of Subordinated Notes constitute direct, unsecured obligations of the Issuer ranking pari passu without any preference among themselves. The rights of Holders of Subordinated Notes will, in the event of the winding up of the Issuer in England, (i) be subordinated in right of payment to the claims of Ordinary Creditors (as defined in the Trust Deed) in the manner provided in the Trust Deed and (ii) rank senior to the Issuer's ordinary shares, preference shares and any junior subordinated obligations or other securities of the Issuer which by law rank, or by their terms are expressed to rank, junior to the Subordinated Notes in the manner provided in the Trust Deed.

Claims in respect of any Notes or Coupons may not be set off, or be the subject of a counterclaim, by the Holder against or in respect of any obligations of his to the Issuer, the Trustee or any other person, and every Holder waives, and shall be treated for all purposes as if he had waived, any right that he might otherwise have to set off, or to raise by way of counterclaim any claim of his in respect of any Notes or Coupons, against or in respect of any obligations of his to the Issuer, the Trustee or any other person. If, notwithstanding the preceding sentence, any Holder receives or recovers any sum or the benefit of any sum in respect of any Note or Coupon by virtue of any such set-off or counterclaim, he shall hold the same on trust for the Issuer and shall pay the amount thereof to the Issuer or, in the event of the winding up of the Issuer, to the liquidator of the Issuer.

3. Interest on Fixed Rate Notes and Resettable Notes

(a) Interest on Fixed Rate Notes

Notes which are specified in the relevant Final Terms as being Fixed Rate Notes (each a "Fixed Rate Note") will bear interest on the principal amount of each Note as at the Issue Date at the applicable fixed rate or rates per annum specified in the relevant Final Terms as the Rate of Interest from the Interest Commencement Date specified in the relevant Final Terms. Interest will be payable in arrear on the Fixed Interest Payment Date(s). The first payment of interest will be made on the first Fixed Interest Payment Date following the Interest Commencement Date.

(b) Interest on Resettable Notes

Notes which are specified in the relevant Final Terms as being Resettable Notes (each a "Resettable Note") will bear interest on the principal amount of each Note as at the Issue Date:

• (i) from (and including) the Interest Commencement Date specified in the relevant Final Terms until (but excluding) the First Reset Date at the rate per annum equal to the Initial Rate of Interest;
• (ii) from (and including) the First Reset Date until (but excluding) the Second Reset Date or, if no such Second Reset Date is specified in the relevant Final Terms, the Maturity Date, at the rate per annum equal to the First Reset Rate of Interest; and
• (iii) for each Subsequent Reset Period thereafter (if any), at the rate per annum equal to the relevant Subsequent Reset Rate of Interest.

Interest will be payable in arrear on the Resettable Note Interest Payment Date(s). The first payment of interest will be made on the first Resettable Note Interest Payment Date following the Interest Commencement Date.

(c) Determination of Resettable Note Reference Rate, First Reset Rate of Interest and Subsequent Reset Rate of Interest

The Resettable Note Reference Rate and the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as the case may be) applicable to the Notes for each Reset Period shall be determined by the Calculation Agent on the following basis:

• (i) Mid-Swap Rate
  • (A) if Mid-Swap Rate is specified in the relevant Final Terms as the Resettable Note Reference Rate, the Mid-Swap Rate in relation to a Reset Determination Date (each such a rate, a "Mid-Swap Rate") shall be either:
    • (1) if Single Mid-Swap Rate is specified in the relevant Final Terms, the rate for swaps in the Specified Currency:
      • (x) with a term equal to the relevant Reset Period; and
      • (y) commencing on the relevant Resettable Note Reset Date,

which appears on the Relevant Screen Page; or

• (2) if Mean Mid-Swap Rate is specified in the relevant Final Terms, the arithmetic mean (expressed as a percentage rate per annum and rounded, if necessary, to the nearest 0.001 per cent. (0.0005 per cent. being rounded upwards)) of the bid and offered swap rate quotations for swaps in the Specified Currency:
  • (x) with a term equal to the relevant Reset Period; and
  • (y) commencing on the relevant Resettable Note Reset Date,

which appear on the Relevant Screen Page.

in either case, as at approximately the Relevant Time in the Relevant Financial Centre on such Reset Determination Date, all as determined by the Calculation Agent; provided, however, that if there is no such rate appearing on the Relevant Screen Page for a term equal to the relevant Reset Period, then the Mid-Swap Rate shall be determined through the use of straight-line interpolation by reference to two rates, one of which shall be determined in accordance with the above provisions, but as if the relevant Reset Period were the period of time for which rates are available next shorter than the length of the actual Reset Period and the other of which shall be determined in accordance with the above provisions, but as if the relevant Reset Period were the period of time for which rates are available next longer than the length of the actual Reset Period, and the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) for the relevant Reset Period shall be the sum of the Mid-Swap Rate as determined in accordance with the above provisions and the First Margin or Subsequent Margin (as applicable) with such sum converted as set out in the definition of "First Reset Rate of Interest" or "Subsequent Reset Rate of Interest" (as applicable), all as determined by the Calculation Agent; and

(B) if on any Reset Determination Date the Relevant Screen Page is not available or the Mid-Swap Rate does not appear on the Relevant Screen Page, the Calculation Agent shall request each of the Reference Banks to provide the Calculation Agent with its Mid-Market Swap Rate Quotation as at approximately the Relevant Time in the principal financial centre of the Specified Currency on the Reset Determination Date in question; provided that:

• (1) if two or more of the Reference Banks provide the Calculation Agent with Mid-Market Swap Rate Quotations, the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) for the relevant Reset Period shall be the sum of the arithmetic mean (rounded, if necessary, to the nearest 0.001 per cent. (0.0005 per cent. being rounded upwards)) of the relevant Mid-Market Swap Rate Quotations and the First Margin or Subsequent Margin with such sum converted as set out in the definition of First Reset Rate of Interest or Subsequent Reset Rate of Interest (as applicable), all as determined by the Calculation Agent; and
• (2) if only one or none of the Reference Banks provides the Calculation Agent with a Mid-Market Swap Rate Quotation as provided in the foregoing provisions of this Condition 3(c)(i), the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) shall be determined to be the rate of interest as at the last preceding Resettable Note Reset Date or, in the case of the first Reset Determination Date, the First Reset Rate of Interest shall be the Initial Rate of Interest (though substituting, where the Subsequent Margin to be applied to the relevant Reset Period differs from the First Margin or Subsequent Margin (as applicable) which applied to the last preceding Reset Period, the Subsequent Margin relating to the relevant Reset Period in place of the First Margin or Subsequent Margin (as the case may be) relating to that preceding Reset Period);

(ii) Resettable Note Interbank Rate

if Resettable Note Interbank Rate is specified in the relevant Final Terms as the Resettable Note Reference Rate, then the Calculation Agent will, in respect of a Reset Period, determine the rate or arithmetic mean of the rates (as the case may be) for the relevant Reference Rate for such Reset Period in accordance with the provisions of Condition 4(c) (Screen Rate Determination for Floating Rate Notes not referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA) (but excluding sub-paragraph (ii) thereof) and Condition 4(e) (Benchmark Replacement), but as if:

• (A) references therein to 'Rate of Interest' were to 'First Reset Rate of Interest' or 'Subsequent Reset Rate of Interest' (as applicable);
• (B) references therein to 'Interest Determination Date' were to 'Reset Determination Date'; and
• (C) references therein to 'Interest Period' were to 'Reset Period',

and the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) for the relevant Reset Period shall be the sum of the rate or (as the case may be) arithmetic mean of the rates so determined and the First Margin or Subsequent Margin with such sum converted as set out in the definition of First Reset Rate of Interest or Subsequent Reset Rate of Interest (as applicable), all as determined by the Calculation Agent;

(iii) U.S. Treasury Rate

if U.S. Treasury Rate is specified in the relevant Final Terms as the Resettable Note Reference Rate, then the Calculation Agent will, in respect of a Reset Period, determine the rate per annum (such rate, the "U.S. Treasury Rate") equal to: (1) the yield which represents the average for the week immediately prior to the relevant Reset Determination Date in the most recent H.15, (a) under the caption "Treasury constant maturities" and (b) for a maturity comparable with the Reset Period; or (2) if such release (or any successor release) is not published during the week immediately prior to the relevant Reset Determination Date or does not contain such yields, the rate per annum equal to the yield to maturity (on the relevant day count basis) of the Reference Bond, calculated using a price for the Reference Bond (expressed as a percentage of its principal amount) equal to the Reference Bond Price for such Reset Determination Date; provided, however, that if the U.S. Treasury Rate cannot be determined, for whatever reason, as described under (1) or (2) above, "U.S. Treasury Rate" means the rate per annum as notified by the Calculation Agent to the Issuer equal to the yield on U.S. Treasury securities having a maturity comparable with the Reset Period as set forth in the most recent H.15 under the caption "Treasury constant maturities" for the maturity comparable to the Reset Period as at the Quotation Time on the last available date preceding the relevant Reset Determination Date on which such rate was set forth in such release (or any successor release); and the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) for the relevant Reset Period shall be the sum of the U.S. Treasury Rate as determined in accordance with the above provisions and the First Margin or Subsequent Margin (as applicable), with such sum converted as set out in the definition of "First Reset Rate of Interest" or "Subsequent Reset Rate of Interest" (as applicable), all as determined by the Calculation Agent;

(iv) Resettable Note Reference Bond Rate

if Resettable Note Reference Bond Rate is specified in the relevant Final Terms as the Resettable Note Reference Rate, the Calculation Agent will, in respect of a Reset Period, determine:

• (A) if the "Reference Bond Rate Source" specified in the relevant Final Terms is "Price", the yield to maturity or interpolated yield to maturity (as calculated by the Calculation Agent on the Reset Determination Date in accordance with generally accepted market practice at such time) of the Reference Bond in respect of that Reset Period, with the price of the Reference Bond for this purpose being equal to that calculated by reference to (i) (if Screen Page Reference Bond Rate is specified as applicable in the relevant Final Terms) such Screen Page Reference Bond Rate or (ii) otherwise Reference Bond Rate Quotations, in each case for such Reset Determination Date; or
• (B) if the "Reference Bond Rate Source" specified in the relevant Final Terms is "Yield", in respect of a Reset Period, the yield to maturity or interpolated yield to maturity (as calculated by the Calculation Agent on the Reset Determination Date) of the Reference Bond in respect of that Reset Period calculated by reference to (i) (if Screen Page Reference Bond Rate is specified as applicable in the relevant Final Terms) such Screen Page Reference Bond Rate or (ii) otherwise Reference Bond Rate Quotations, in each case for such Reset Determination Date,

(such yield being the "Resettable Note Reference Bond Rate"), and the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) for the relevant Reset Period shall be the sum of the Resettable Note Reference Bond Rate as determined in accordance with this Condition 3(c)(iv) (Resettable Note Reference Bond Rate) and the First Margin or Subsequent Margin (as applicable) with such sum converted as set out in the definition of "First Reset Rate of Interest" or "Subsequent Reset Rate of Interest" (as applicable), all as determined by the Calculation Agent; provided, however, that, if no Reference Bond Rate Quotations are received, the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) shall be determined to be the rate of interest as at the last preceding Resettable Note Reset Date or, in the case of the first Reset Determination Date, the First Reset Rate of Interest shall be the Initial Rate of Interest (though substituting, where the Subsequent Margin to be applied to the relevant Reset Period differs from the First Margin or Subsequent Margin (as applicable) which applied to the last preceding Reset Period, the Subsequent Margin relating to the relevant Reset Period in place of the First Margin or Subsequent Margin (as the case may be) relating to that preceding Reset Period).

Definitions:

"Reference Bond Rate Quotations" means:

• (1) if the "Reference Bond Rate Source" specified in the relevant Final Terms is "Price", in respect of a Reference Bond, the arithmetic average (rounded up (if necessary) to the nearest 0.001 per cent. (0.0005 per cent. being rounded upwards)), as determined by the Calculation Agent, of the bid and offered prices of such Reference Bond (expressed in each case as a percentage of its principal amount) as at the Quotation Time on the relevant Reset Determination Date and, if relevant, on a dealing basis for settlement customarily used at such time, as quoted in writing to the Calculation Agent by each Reference Government Bond Dealer; or
• (2) if the "Reference Bond Rate Source" specified in the relevant Final Terms is "Yield", in respect of a Reference Bond, the arithmetic average (rounded up (if necessary) to the nearest 0.001 per cent. (0.0005 per cent. being rounded upwards)), as determined by the Calculation Agent, of the bid and offered yield to maturity or interpolated yield to maturity of such Reference Bond (expressed in each case as a percentage of its principal amount) as at the Quotation Time on the relevant Reset Determination Date, as quoted in writing to the Calculation Agent by each Reference Government Bond Dealer,

and the price or (as applicable) the yield to maturity or interpolated yield to maturity of the Reference Bond for the purposes of calculating the Resettable Note Reference Bond Rate will be: (a) if five quotations are provided, the arithmetic average of the quotations provided, eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest); or (b) if fewer than five, but more than one, quotations are provided, the arithmetic average of the quotations provided; or (c) if only one quotation is provided, such quotation;

"Screen Page Reference Bond Rate" means:

• (A) if the "Reference Bond Rate Source" specified in the relevant Final Terms is "Price":
  • (1) if the price of the Reference Bond is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Screen Page Reference Bond Rate as being the mid-market price of the Reference Bond which is displayed on, or derived from the prices displayed on, the Relevant Screen Page at the Quotation Time on the relevant Reset Determination Date;
  • (2) in any other case, the Calculation Agent will determine the Screen Page Reference Bond Rate as being the arithmetic mean (rounded up (if necessary) to the nearest 0.001 per cent. (0.0005

per cent. being rounded upwards)) of the mid-market prices of the Reference Bond which are displayed on, or derived from the prices displayed on, the Relevant Screen Page at the Quotation Time on the relevant Reset Determination Date;

• (3) if, in the case of (1) above, such mid-market price does not appear on, or cannot be derived from the prices on, the Relevant Screen Page or, in the case of (2) above, fewer than two such mid-market prices appear on, or can be derived from the prices displayed on, the Relevant Screen Page or if, in either case, the Relevant Screen Page is unavailable or not determined in accordance with the definition of "Relevant Screen Page", the Calculation Agent will calculate the price of the Reference Bond for the purposes of determining the Resettable Note Reference Bond Rate by reference to the Reference Bond Rate Quotations (as if Screen Page Reference Bond Rate had not been specified as applicable in the relevant Final Terms); or
• (B) if the "Reference Bond Rate Source" specified in the relevant Final Terms is "Yield":
  • (1) if the yield to maturity or interpolated yield to maturity of the Reference Bond is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the Screen Page Reference Bond Rate as being the mid-market yield to maturity or interpolated yield to maturity of the Reference Bond which is displayed on, or derived from the yields displayed on, the Relevant Screen Page at the Quotation Time on the relevant Reset Determination Date;
  • (2) in any other case, the Calculation Agent will determine the Screen Page Reference Bond Rate as being the arithmetic mean (rounded up (if necessary) to the nearest 0.001 per cent. (0.0005 per cent. being rounded upwards)) of the mid-market yield to maturity or interpolated yield to maturity quotations of the Reference Bond which are displayed on, or derived from the yields displayed on, the Relevant Screen Page at the Quotation Time on the relevant Reset Determination Date;
  • (3) if, in the case of (1) above, such mid-market yield does not appear on, or cannot be derived from the yields displayed on, the Relevant Screen Page or, in the case of (2) above, fewer than two such mid-market yields appear on, or can be derived from the yields displayed on, the Relevant Screen Page or if, in either case, the Relevant Screen Page is unavailable or not determined in accordance with the definition of "Relevant Screen Page", the Calculation Agent will calculate the yield to maturity or interpolated yield to maturity of the Reference Bond for the purposes of determining the Resettable Note Reference Bond Rate by reference to the Reference Bond Rate Quotations (as if Screen Page Reference Bond Rate had not been specified as applicable in the relevant Final Terms);

(v) SORA-OIS Rate

if SORA-OIS Rate is specified in the relevant Final Terms as the Resettable Note Reference Rate, the Calculation Agent will, in respect of a Reset Period, determine the SORA-OIS reference rate for the relevant Reference Rate Duration available on the Relevant Screen Page (or such other substitute page thereof or if there is no substitute page, the screen page which is the generally accepted page used by market participants at that time as determined by an independent financial institution (which is appointed by the Issuer and notified to the Calculation Agent)) at the close of business on the Reset Determination Date (such rate, the "SORA-OIS Rate"), and the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) for the relevant Reset Period shall be the sum of the SORA-OIS Rate as determined in accordance with the above provisions and the First Margin or Subsequent Margin (as applicable), with such sum converted as set out in the definition of "First Reset Rate of Interest" or "Subsequent Reset Rate of Interest" (as applicable), all as determined by the Calculation Agent; provided, however, that if the Relevant Screen Page is not available or such rate does not appear on the Relevant Screen Page on the relevant Reset Determination Date, the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) shall be determined to be the rate of interest as at the last preceding Resettable Note Reset Date or, in the case of the first Reset Determination Date, the First Reset Rate of Interest shall be the Initial Rate of Interest (though substituting, where the Subsequent Margin to be applied to the relevant Reset Period differs from the First Margin or Subsequent Margin (as applicable) which applied to the last preceding Reset Period, the Subsequent Margin relating to the relevant Reset Period in place of the First Margin or Subsequent Margin (as the case may be) relating to that preceding Reset Period);

(vi) TONA-TSR Rate

if TONA-TSR Rate is specified in the relevant Final Terms as the Resettable Note Reference Rate, the Calculation Agent will, in respect of a Reset Period, determine the applicable semi-annual or annualised (as specified in the relevant Final Terms) mid-swap rate at around the TONA-TSR Applicable Time for swap transactions in JPY with a maturity equal to that of the relevant Reset Period where the floating leg references the Tokyo Overnight Average Rate ("TONA"), known as the 'Tokyo Swap Rate (for swaps referencing TONA)' as displayed on the Relevant Screen Page at or around the Quotation Time on the relevant Reset Determination Date (such rate the "TONA-TSR Rate"), provided, however, that if the TONA-TSR Rate is subsequently corrected and published within the longer of one hour of the Quotation Time and the republication cut-off time, if any, as specified by the relevant benchmark administrator in the relevant benchmark methodology, then that TONA-TSR Rate will be subject to those corrections, and the First Reset Rate of Interest or the Subsequent Reset Rate of Interest (as applicable) for the relevant Reset Period shall be the sum of the TONA-TSR Rate, as determined in accordance with the above provisions or (as applicable) in accordance with the fallback provisions set out below in paragraphs (A) to (D), and the First Margin or Subsequent Margin (as applicable), with such sum converted as set out in the definition of "First Reset Rate of Interest" or "Subsequent Reset Rate of Interest" (as applicable), all as determined by the Calculation Agent.

• (A) If the TONA-TSR Rate is not published and otherwise unavailable, in either case, at or around Quotation Time on the relevant Reset Determination Date, then unless any of the TONA/TSR Index Cessation Events has occurred in addition to the occurrence of the TONA/TSR Index Cessation Effective Date, the TONA-TSR Rate on the relevant Reset Determination Date shall be such rate published at or around the Quotation Time on the immediately preceding Business Day on which the TONA-TSR Rate was published on the Relevant Screen Page.
• (B) If TONA is not provided in respect of a day on which banks are open for business in Tokyo ("Tokyo Business Day") and any of the TONA/TSR Index Cessation Events listed in limbs (i) and/or (ii) of the definition thereof has occurred in addition to the occurrence of the TONA/TSR Index Cessation Effective Date in respect of TONA, then, in respect of such Tokyo Business Day and each Tokyo Business Day thereafter (subject to Conditions 3(c)(vi)(C) and (D)), the TONA-TSR Rate for the relevant Reset Determination Date occurring on or after the TONA/TSR

Index Cessation Effective Date will be the mid-swap rate (the "Successor JPY Tokyo Swap Rate") for swap transactions in JPY with a maturity equal to that of the relevant Reset Period provided by the administrator of the TONA-TSR Rate where the floating leg references the JPY Recommended Rate, which is designated, nominated or recommended as a successor mid-swap rate for the TONA-TSR Rate.

• (C) If any of the TONA/TSR Index Cessation Events listed in limbs (i) and/or (ii) of the definition thereof has occurred in addition to the occurrence of the TONA/TSR Index Cessation Effective Date in respect of TONA, and there is a Successor JPY Tokyo Swap Rate, but the administrator does not publish such Successor JPY Tokyo Swap Rate (or the Successor JPY Tokyo Swap Rate is unavailable) at or around the Quotation Time on the relevant Reset Determination Date, then unless any of the Successor JPY Tokyo Swap Rate Index Cessation Events has occurred, subject to Condition 3(c)(vi)(D), references to the Successor JPY Tokyo Swap Rate on the relevant Reset Determination Date will be deemed to be references to the last published Successor JPY Tokyo Swap Rate.
• (D)
• (1) If, as of the relevant Reset Determination Date, any of the TONA/TSR Index Cessation Events listed in limbs (i) and/or (ii) of the definition thereof has occurred in addition to the occurrence of the TONA/TSR Index Cessation Effective Date in respect of TONA, but there is:
  • (a) no JPY Recommended Rate; or
  • (b) no previously published Successor JPY Tokyo Swap Rate; or
  • (c) a JPY Recommended Rate and a JPY Recommended Rate Index Cessation Event subsequently occurs;
• (2) if any of the TONA/TSR Index Cessation Events has occurred in addition to the occurrence of the TONA/TSR Index Cessation Effective Date in respect of the TONA-TSR Rate; or
• (3) if there is a Successor JPY Tokyo Swap Rate but any of the Successor JPY Tokyo Swap Rate Index Cessation Events subsequently occurs,

then the TONA-TSR Rate will be a mid-swap rate for swap transactions in JPY with a maturity equal to that of the relevant Reset Period where the floating leg references (x) if no TONA/TSR Index Cessation Event in respect of TONA has occurred, TONA, (y) if a TONA/TSR Index Cessation Event in respect of TONA has occurred and there is a JPY Recommended Rate and no JPY Recommended Rate Index Cessation Event has occurred, the JPY Recommended Rate or (z) in all other cases, an alternative JPY risk free rate. Such mid-swap rate (the "Alternative Mid-Swap Rate") shall be determined by the Replacement Rate Agent (as defined below) acting in good faith, taking into account all available information including industry standard for international debt capital markets transactions and over-the-counter derivative transactions that the Replacement Rate Agent considers sufficient for that rate to be a representative alternative rate. If the Replacement Rate Agent determines that an Alternative Mid-Swap Rate Adjustment Spread should be applied to the Alternative Mid-Swap Rate, then such Alternative Mid-Swap Rate Adjustment Spread shall be applied to the Alternative Mid-Swap Rate. If the Replacement Rate Agent is unable to determine the quantum of, or a formula or methodology for determining such Alternative Mid-Swap Rate Adjustment Spread, then the Alternative Mid-Swap Rate will be referenced without an Alternative Mid-Swap Rate Adjustment Spread. If the Replacement Rate Agent determines the Alternative Mid-Swap Rate and (if applicable) Alternative Mid-Swap Rate Adjustment Spread in accordance with the above provisions, the Replacement Rate Agent may also specify changes to these Conditions, including (but not limited to) the method for determining the fallback rate in relation to the Notes, in order to follow market practice in relation to the mid-swap rate for swap transactions in JPY with a maturity equal to that of the relevant Reset Period and/or the Alternative Mid-Swap Rate Adjustment Spread. The Trustee shall, at the direction and expense of the Issuer, and having received a certificate from the Issuer, signed by two Authorised Signatories, confirming that the Replacement Rate Agent has made the relevant determinations in accordance with this Condition 3(c)(vi)(D) and attaching the proposed amendments to the Conditions, be obliged to concur with the Issuer to effect such amendments to the Conditions together with such consequential amendments to the Trust Deed and Agency Agreement as the Trustee may deem appropriate in order to give effect to this Condition 3(c)(vi)(D) and the Trustee shall not be liable to any person for any consequences thereof, save as provided in the Trust Deed. No consent of the Noteholders of the relevant Series or of the Holders of the Coupons appertaining thereto shall be required in connection with effecting such changes, including for the execution of any documents or the taking of other steps by the Trustee, the Issuer or any of the parties to the Agency Agreement (if required). The Trustee shall not be obliged to agree to any amendments which in the sole opinion of the Trustee would have the effect of (A) exposing the Trustee to any liabilities against which it has not been indemnified and/or secured and/or pre-funded to its satisfaction or (B) increasing the obligations or duties, or decreasing the rights or protection, of the Trustee in the documents to which it is a party and/or these Conditions. The Agents (as defined in the Agency Agreement) shall give effect to this Condition 3(c)(vi)(D) (by effecting such consequential amendments to the Agency Agreement or otherwise as is necessary on the part of each Agent (acting reasonably)), provided that the Agents shall not be obliged to give effect to any such amendments, if in the reasonable opinion of the relevant Agent (acting in good faith and following consultation, to the extent practicable, with the Issuer), the same would not be operable in accordance with the terms proposed pursuant to this Condition 3(c)(vi)(D) or would expose it to any additional duties or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in these Conditions and/or the Agency Agreement. The Issuer shall promptly following the determination by the Replacement Rate Agent of any changes pursuant to this Condition 3(c)(vi)(D) give notice thereof to the Trustee, the Principal Paying Agent, the Calculation Agent and the Noteholders (in accordance with Condition 13 (Notices)).

In the event that this Condition 3(c)(vi)(D) applies, the Issuer shall use its reasonable endeavours to appoint, as soon as reasonably practicable, a "Replacement Rate Agent" on or prior to the relevant Reset Determination Date. The Issuer may appoint an affiliate of the Issuer or any other person as Replacement Rate Agent, so long as such affiliate or other person is a leading financial institution that is experienced in the calculations or determinations to be made by the Replacement Rate Agent. Notwithstanding any other provision of this Condition 3(c)(vi)(D), no Alternative Mid-Swap Rate determined by the Replacement Rate Agent will be adopted, nor will the applicable Alternative Mid-Swap Rate Adjustment Spread be applied, nor will any such amendments to these Conditions be made, if in the determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the Subordinated Notes as own funds instruments for the purposes of the Applicable Rules. If the Issuer is unable to appoint a Replacement Rate Agent or the Replacement Rate Agent is unable to determine the Alternative Mid-Swap Rate on or prior to the relevant Reset Determination Date despite acting in good faith and using reasonable endeavours of the Issuer and the Replacement Rate Agent, or if no Alternative Mid-Swap Rate is adopted pursuant to the previous sentence, the applicable TONA-TSR Rate on the relevant Reset Determination Date shall be such rate published at or around the Quotation Time, on the immediately preceding Business Day on which the TONA-TSR Rate was published on the Relevant Screen Page.

Definitions:

"Alternative Mid-Swap Rate Adjustment Spread" means a spread (which may be positive or negative or zero) or formula or methodology for calculating a spread, in each case to be applied to the Alternative Mid-Swap Rate, and is the spread, formula or methodology which:

• (i) the Replacement Rate Agent (in consultation with the Issuer) determines is customarily applied to the relevant Alternative Mid-Swap Rate in international debt capital markets transactions to produce an industryaccepted replacement rate for the TONA-TSR Rate or the Successor JPY Tokyo Swap Rate; or
• (ii) (if the Replacement Rate Agent determines that there is no customarily applied spread in relation to the TONA-TSR Rate or the Successor JPY Tokyo Swap Rate as envisaged by limb (i) above), the Replacement Rate Agent (in consultation with the Issuer) determines is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the TONA-TSR Rate or the Successor JPY Tokyo Swap Rate, where such rate has been replaced by the Alternative Mid-Swap Rate.

"JPY Recommended Rate" means the rate (inclusive of any spreads or adjustments) recommended as the replacement for TONA by a committee officially endorsed or convened by the Bank of Japan for the purpose of recommending a replacement for TONA (which rate may be produced by the Bank of Japan or another administrator) and as provided by the administrator of that rate or, if that rate is not provided by the administrator thereof, published by an authorised distributor.

"JPY Recommended Rate Index Cessation Event" means any of the following:

• (i) a public statement or publication of information by or on behalf of the administrator of the JPY Recommended Rate announcing that it has ceased or will cease to provide the JPY Recommended Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide the JPY Recommended Rate; or
• (ii) a public statement or publication of information by the regulatory supervisor for the administrator of the JPY Recommended Rate, the Bank of Japan, an insolvency official with jurisdiction over the administrator of the JPY Recommended Rate, a resolution authority with jurisdiction over the administrator of the JPY Recommended Rate or a court or an entity with similar insolvency or resolution authority over the administrator of the JPY Recommended Rate, which states that the administrator of the JPY Recommended Rate has ceased or will cease to provide the JPY Recommended Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the JPY Recommended Rate.

"Successor JPY Tokyo Swap Rate Index Cessation Event" means any of the following:

• (i) a public statement or publication of information by or on behalf of the administrator of the Successor JPY Tokyo Swap Rate announcing that it has ceased or will cease to provide the Successor JPY Tokyo Swap Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide the Successor JPY Tokyo Swap Rate; or
• (ii) a public statement or publication of information by the regulatory supervisor for the administrator of the Successor JPY Tokyo Swap Rate, the Bank of Japan, an insolvency official with jurisdiction over the administrator of the Successor JPY Tokyo Swap Rate, a resolution authority with jurisdiction over the administrator of the Successor JPY Tokyo Swap Rate or a court or an entity with similar insolvency or resolution authority over the administrator of the Successor JPY Tokyo Swap Rate, which states that the administrator of the Successor JPY Tokyo Swap Rate has ceased or will cease to provide the Successor JPY Tokyo Swap Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Successor JPY Tokyo Swap Rate.

"TONA-TSR Applicable Time" means either 10:00a.m. Tokyo time or 3:00p.m. Tokyo time, as specified in the relevant Final Terms.

"TONA/TSR Index Cessation Event" means any of the following:

• (i) a public statement or publication of information by or on behalf of the Bank of Japan (or a successor administrator) announcing that it has ceased or will cease to provide TONA permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide TONA;
• (ii) a public statement or publication of information by the regulatory supervisor for the successor administrator of TONA, the Bank of Japan, an insolvency official with jurisdiction over the successor administrator of TONA, a resolution authority with jurisdiction over the successor administrator of TONA or a court or an entity with similar insolvency or resolution authority over the successor administrator of TONA, which states that the successor administrator of TONA has ceased or will cease to provide TONA permanently or indefinitely, provided that, at the time of the statement or publication, there is no further successor administrator or provider that will continue to provide TONA;
• (iii) a public statement or publication of information by or on behalf of the administrator of the TONA-TSR Rate announcing that it has ceased or will cease to provide the TONA-TSR Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide the TONA-TSR Rate; or
• (iv) a public statement or publication of information by the regulatory supervisor for administrator of the TONA-TSR Rate, the Bank of Japan, an insolvency official with jurisdiction over the administrator of the TONA-TSR Rate, a resolution authority with jurisdiction over the administrator of the TONA-TSR Rate or a court or an entity with similar insolvency or resolution authority over the administrator of the TONA-

TSR Rate, which states that the administrator of the TONA-TSR Rate has ceased or will cease to provide the TONA-TSR Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the TONA-TSR Rate.

"TONA/TSR Index Cessation Effective Date" means, in respect of TONA and/or the TONA-TSR Rate and a TONA/TSR Index Cessation Event, the first date on which TONA and/or the TONA-TSR Rate would ordinarily have been provided and is no longer provided.

(d) Notification of Rate of Interest for Resettable Notes

The Calculation Agent will cause the First Reset Rate of Interest or (if applicable) the relevant Subsequent Reset Rate of Interest for each interest period to be notified to the Issuer, the Principal Paying Agent and, for as long as such Notes are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system, to such listing authority, stock exchange and/or quotation system in accordance with the rules thereof, and, for as long as such Notes are represented by Global Notes, Euroclear and/or Clearstream, Luxembourg and/or such other clearing system or depositary as may be set out in the relevant Final Terms as soon as possible after the determination thereof but in any event no later than the fourth business day thereafter. In respect of Resettable Notes which are in definitive form, the Calculation Agent will give notice to the Noteholders of the First Reset Rate of Interest and (if applicable) the relevant Subsequent Reset Rate of Interest in accordance with the provisions of Condition 13 (Notices).

(e) Fixed Coupon Amounts and Resettable Coupon Amounts

If the Fixed Rate Notes are in definitive form and a Fixed Coupon Amount is specified in the relevant Final Terms, the amount of interest payable in respect of each Fixed Rate Note for any Interest Period shall be the relevant Fixed Coupon Amount multiplied by a fraction equal to the Specified Denomination of such Note divided by the Calculation Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Fixed Coupon Amount multiplied by a fraction equal to that relevant Specified Denomination divided by the Calculation Amount.

If the Resettable Notes are in definitive form and a Resettable Coupon Amount is specified in the relevant Final Terms in relation to a Resettable Note Interest Payment Date, the amount of interest payable in respect of each Resettable Note on such a Resettable Note Interest Payment Date shall be the relevant Resettable Coupon Amount multiplied by a fraction equal to the Specified Denomination of such Note divided by the Calculation Amount and, if the Notes are in more than one Specified Denomination, shall be the relevant Resettable Coupon Amount multiplied by a fraction equal to that relevant Specified Denomination divided by the Calculation Amount.

(f) Calculation of Interest Amount for Fixed Rate Notes or Resettable Notes

Except in the case of Fixed Rate Notes and Resettable Notes in definitive form where an applicable Fixed Coupon Amount or (as the case may be) Resettable Coupon Amount in relation to an Interest Period is specified in the relevant Final Terms, the amount of interest payable in respect of a Fixed Rate Note or (as the case may be) Resettable Note in relation to any period shall be calculated by applying the Rate of Interest (in the case of a Fixed Rate Note) or the Initial Rate of Interest, First Reset Rate of Interest or (if applicable) relevant Subsequent Reset Rate of Interest (in the case of a Resettable Note) to:

(i) in the case of Fixed Rate Notes or, as the case may be, Resettable Notes which are represented by a Global Note, the principal amount of the Notes represented by such Global Note during such Interest Period; or

(ii) in the case of Fixed Rate Notes or, as the case may be, Resettable Notes in definitive form, the Calculation Amount (as defined in Condition 18 (Definitions)) during such Interest Period, as so specified in the applicable Final Terms,

in each case, multiplying the product by the relevant Day Count Fraction and rounding the resulting figure to the nearest applicable sub-unit of the currency in which the Note is denominated or, as the case may be, in which such interest is payable (one half of any sub-unit being rounded upwards or otherwise in accordance with applicable market convention, as determined by the Calculation Agent). For this purpose a "sub-unit" means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent. Where the Specified Denomination of a Fixed Rate Note or, as the case may be, Resettable Note in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Note shall be the aggregate of the amounts determined in the manner provided above for each Calculation Amount comprising the Specified Denomination without any further rounding.

(g) Determination or Calculation by an agent appointed by the Trustee in relation to Resettable Notes

If the Calculation Agent does not at any time for any reason determine the First Reset Rate of Interest or Subsequent Reset Rate of Interest, the Trustee may (at the expense of the Issuer) appoint an agent to do so and such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, such agent appointed by the Trustee shall apply the foregoing provisions of this Condition 3, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and in all other respects it shall do so in such manner as it shall deem fair and reasonable in all the circumstances. The Trustee shall have no liability to any person in connection with any determination or calculation made by any agent, so appointed pursuant to this Condition 3(g).

(h) Certificates, etc. to be Final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purpose of the provisions of this Condition 3 whether by the Calculation Agent, the Replacement Rate Agent, the Independent Adviser or any agent appointed by the Trustee shall (in the absence of manifest error) be final and binding on the Issuer, the Trustee, any agent appointed by the Trustee, the Paying Agents, (where appropriate) the Registrar and the Holders of Notes and of the Coupons appertaining thereto. No Holder of Notes or of the Coupons appertaining thereto shall be entitled to proceed against the Calculation Agent, the Replacement Rate Agent, the Independent Adviser, the Trustee, any agent appointed by the Trustee, the Paying Agents, the Registrar or any of them in connection with the exercise or non-exercise by them of their powers, duties and discretions hereunder, including, without limitation, in respect of any notification, opinion, communication, determination, certificate, calculation, quotation or decision given, expressed or made for the purposes of this Condition 3.

(i) Cessation of Interest Accrual

Interest will cease to accrue on each Fixed Rate Note or Resettable Note on the due date for redemption thereof unless, upon due presentation thereof or, in the case of a Registered Note, upon such due date, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue (as well after as before any judgment) up to and including the date on which, in the case of a Bearer Note, upon further presentation thereof, payment in full of the principal amount due in respect of such Fixed Rate Note or (as the case may be) Resettable Note is made or (if earlier) the date upon which notice is duly given to the Holder of such Fixed Rate Note or (as the case may be) Resettable Note that sufficient funds for payment of the principal amount due in respect of it, together with accrued interest, have been received by the Principal Paying Agent or the Trustee or, in the case of a Registered Note, the date on which payment in full is made.

4. Interest on Floating Rate Notes

(a) Accrual of Interest

Notes which are specified in the relevant Final Terms as being Floating Rate Notes (each a "Floating Rate Note") bear interest on the principal amount of each Note as at its Issue Date from the Interest Commencement Date specified in the relevant Final Terms.

Interest will cease to accrue on each Floating Rate Note on the due date for redemption thereof unless, upon due presentation thereof or, in the case of a Registered Note, upon such due date, payment of principal is improperly withheld or refused. In such event, interest will continue to accrue (as well after as before any judgment) up to and including the date on which, in the case of a Bearer Note, upon further presentation thereof, payment in full of the principal amount due in respect of such Note is made or (if earlier) the date upon which notice is duly given to the Holder of such Note that sufficient funds for payment of the principal amount due in respect of it, together with accrued interest, have been received by the Principal Paying Agent or the Trustee or, in the case of a Registered Note, the date on which payment in full is made.

(b) Interest Payment Dates

Interest on each Floating Rate Note will be payable in arrear on the Interest Payment Date(s). The first payment of interest will be made on the first Interest Payment Date following the Interest Commencement Date.

(c) Screen Rate Determination for Floating Rate Notes not referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA

If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be determined by the Calculation Agent on the following basis:

• (i) if the Reference Rate is a composite quotation or customarily supplied by one entity, the Calculation Agent will determine the rate of the relevant Reference Rate for the Relevant Period as being the rate which appears on the Relevant Screen Page for the Relevant Period as of the Relevant Time on the relevant Interest Determination Date;
• (ii) if Linear Interpolation is specified as applicable in respect of an Interest Period or generally in relation to the Notes in the relevant Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straightline linear interpolation by reference to two rates for the relevant Reference Rate which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date, where:
  • (A) one such rate shall be determined as if the Relevant Period were the period of time for which rates for the relevant Reference Rate are available next shorter than the length of the relevant Interest Period; and
  • (B) the other such rate shall be determined as if the Relevant Period were the period of time for which rates for the relevant Reference Rate are available next longer than the length of the relevant Interest Period,

provided, however, that if no such rate is available for a period of time next shorter or, as the case may be, next longer than the length of the relevant Interest Period, then the Calculation Agent, acting in a commercially reasonable manner, shall determine such rate for the relevant Reference Rate at such time and by reference to such sources as it determines appropriate;

(iii) in any other case, the Calculation Agent will determine the arithmetic mean of the rates for the relevant Reference Rate for the Relevant Period which appear on the Relevant Screen Page as of the Relevant Time on the relevant Interest Determination Date;

• (iv) if a Screen Rate Fallback Trigger has occurred, then:
  • (A) if ISDA Determination for Fallback provisions is specified in the relevant Final Terms as being applicable, the Calculation Agent will determine the relevant Floating Rate for the relevant Interest Determination Date in accordance with Condition 4(f) (ISDA Determination) on the basis of the Floating Rate Option, Designated Maturity and Reset Date specified in the relevant Final Terms;
  • (B) if ISDA Determination for Fallback provisions is not specified in the relevant Final Terms as being applicable, the Specified Currency is AUD and the Reference Rate is BBSW, the Reference Rate for an Interest Period, whilst such Temporary Disruption Trigger is continuing or after a Permanent Discontinuation Trigger has occurred, shall be calculated by the Calculation Agent on the following basis (in the following order of application and precedence):
    • (i) if a Temporary Disruption Trigger has occurred with respect to the BBSW Rate, in the following order of precedence:
      • (A) first, the Administrator Recommended Rate;
      • (B) then the Supervisor Recommended Rate; and
      • (C) lastly, the Closing Fallback Rate;
    • (ii) where a determination of the AONIA Rate is required for the purposes of paragraph (i) above, if a Temporary Disruption Trigger has occurred with respect to AONIA, the rate for any day for which AONIA is required will be the last provided or published level of AONIA;
    • (iii) where a determination of the RBA Recommended Rate is required for the purposes of paragraph (i) or (ii) above, if a Temporary Disruption Trigger has occurred with respect to the RBA Recommended Rate, the rate for any day for which the RBA Recommended Rate is required will be the last rate provided or published by the Administrator of the RBA Recommended Rate (or if no such rate has been so provided or published, the last provided or published level of AONIA);
    • (iv) if a Permanent Discontinuation Trigger has occurred with respect to the BBSW Rate, the rate for any day for which the BBSW Rate is required on or after the Permanent Fallback Effective Date will be the first rate available in the following order of precedence:
      • (A) first, if at the time of the BBSW Rate Permanent Fallback Effective Date, no AONIA Permanent Fallback Effective Date has occurred, the AONIA Rate;
      • (B) then, if at the time of the BBSW Rate Permanent Fallback Effective Date, an AONIA Permanent Fallback Effective Date has occurred, an RBA Recommended Rate has been created but no RBA Recommended Rate Permanent Fallback Effective Date has occurred, the RBA Recommended Fallback Rate; and
• (C) lastly, if neither paragraph (A) nor paragraph (B) above apply, the Closing Fallback Rate;
• (v) where a determination of the AONIA Rate is required for the purposes of paragraph (iv)(A) above, if a Permanent Discontinuation Trigger has occurred with respect to AONIA, the rate for any day for which AONIA is required on or after the AONIA Permanent Fallback Effective Date will be the first rate available in the following order of precedence:
  • (A) first, if at the time of the AONIA Permanent Fallback Effective Date, an RBA Recommended Rate has been created but no RBA Recommended Rate Permanent Fallback Effective Date has occurred, the RBA Recommended Rate; and
  • (B) lastly, if paragraph (A) above does not apply, the Closing Fallback Rate; and
• (vi) where a determination of the RBA Recommended Rate is required for the purposes of paragraph (iv) or (v) above, respectively, if a Permanent Discontinuation Trigger has occurred with respect to the RBA Recommended Rate, the rate for any day for which the RBA Recommended Rate is required on or after that Permanent Fallback Effective Date will be the Closing Fallback Rate.

When calculating an amount of interest in circumstances where a Fallback Rate other than the Closing Fallback Rate applies, that interest will be calculated as if references to the BBSW Rate, AONIA Rate or RBA Recommended Rate (as applicable) were references to that Fallback Rate. When calculating interest in circumstances where the Closing Fallback Rate applies, the amount of interest will be calculated on the same basis as if the Applicable Benchmark Rate in effect immediately prior to the application of that Closing Fallback Rate remained in effect but with necessary adjustments to substitute all references to that Applicable Benchmark Rate with corresponding references to the Closing Fallback Rate.

In this respect, the Issuer (in consultation, to the extent practicable, with the Calculation Agent) may at any time, specify any BBSW Benchmark Replacement Conforming Changes which changes shall apply to the Notes for all future Interest Periods (without prejudice to the further operation of this Condition 4(c)(iv)(B)) and, for the avoidance of doubt, the Trustee shall, at the direction and expense of the Issuer, and having received a certificate from the Issuer, signed by two Authorised Signatories, confirming that the Issuer has made the relevant determinations in accordance with this Condition 4(c)(iv)(B) and attaching the proposed amendments to the Conditions, be obliged to concur with the Issuer to effect such amendments to the Conditions together with such consequential amendments to the Trust Deed and Agency Agreement as the Trustee may deem appropriate in order to give effect to this Condition 4(c)(iv)(B) and the Trustee shall not be liable to any person for any consequences thereof, save as provided in the Trust Deed. No consent of the Noteholders of the relevant Series or of the Holders of the Coupons appertaining thereto shall be required in connection with effecting such changes, including for the execution of any documents or the taking of other steps by the Trustee, the Issuer or any of the parties to the Agency Agreement (if required). The Trustee shall not be obliged to agree to any amendments which in the sole opinion of the Trustee would have the effect of (A) exposing the Trustee to any liabilities against which it has not been indemnified and/or secured and/or pre-funded to its satisfaction or (B) increasing the obligations or duties, or decreasing the rights or protection, of the Trustee in the documents to which it is a party and/or these Conditions. The Agents (as defined in the Agency Agreement) shall give effect to this Condition 4(c)(iv)(B) (by effecting such consequential amendments to the Agency Agreement or otherwise as is necessary on the part of each Agent (acting reasonably)), provided that the Agents shall not be obliged to give effect to any such amendments, if in the reasonable opinion of the relevant Agent (acting in good faith and following consultation, to the extent practicable, with the Issuer), the same would not be operable in accordance with the terms proposed pursuant to this Condition 4(c)(iv)(B) or would expose it to any additional duties or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in these Conditions and/or the Agency Agreement. The Issuer shall promptly following the determination of any changes pursuant to Condition 4(c)(iv)(B) give notice thereof to the Trustee, the Principal Paying Agent, the Calculation Agent and the Noteholders (in accordance with Condition 13 (Notices)).

If the Calculation Agent is unwilling or unable to determine a necessary rate, adjustment, quantum, formula, methodology or other variable in order to calculate the applicable Rate of Interest in accordance with this Condition 4(c)(iv)(B), such rate, adjustment, quantum, formula, methodology or other variable will be determined by the Issuer (acting in good faith and in a commercially reasonable manner) or, an alternate financial institution (acting in good faith and in a commercially reasonable manner) appointed by the Issuer (in its sole discretion) to so determine.

Notwithstanding any other provision of this Condition 4(c)(iv)(B), no fallback rate will be adopted, nor will any amendment to the Conditions be made, in each case pursuant to this Condition 4(c)(iv)(B), if in the determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the Subordinated Notes as own funds instruments for the purposes of the Applicable Rules.

All rates determined pursuant to this Condition 4(c)(iv)(B) shall be expressed as a percentage rate per annum and the resulting percentage will be rounded if necessary to the fourth decimal place (i.e., to the nearest one ten-thousandth of a percentage point) with 0.00005 being rounded upwards.

Definitions for the purposes of this Condition 4(c)(iv)(B):

"Adjustment Spread" means the adjustment spread as at the Adjustment Spread Fixing Date (which may be a positive or negative value or zero and determined pursuant to a formula or methodology) that is:

(a) determined as the median of the historical differences between the BBSW Rate and AONIA over a five calendar year period prior to the Adjustment Spread Fixing Date using practices based on those used for the determination of the Bloomberg Adjustment Spread as at 1 December 2022, provided that for so long as the Bloomberg Adjustment Spread is published and determined based on the five year median of the historical differences between the BBSW Rate and AONIA, that adjustment spread will be deemed to be acceptable for the purposes of this paragraph (a); or

(b) if no such median can be determined in accordance with paragraph (a), set using the method for calculating or determining such adjustment spread determined by the Calculation Agent (after consultation with the Issuer where practicable) to be appropriate;

"Adjustment Spread Fixing Date" means the first date on which a Permanent Discontinuation Trigger occurs with respect to the BBSW Rate;

"Administrator" means:

• (a) in respect of the BBSW Rate, ASX Benchmarks Pty Limited (ABN 38 616 075 417);
• (b) in respect of AONIA (or where AONIA is used to determine an Applicable Benchmark Rate), the Reserve Bank of Australia; and
• (c) in respect of any other Applicable Benchmark Rate, the administrator for that rate or benchmark or, if there is no administrator, the provider of that rate or benchmark,

and, in each case, any successor administrator or, as applicable, any successor administrator or provider;

"Administrator Recommended Rate" means the rate formally recommended for use as the temporary replacement for the BBSW Rate by the Administrator of the BBSW Rate;

"AONIA" means the Australian dollar interbank overnight cash rate (known as AONIA);

"AONIA Rate" means, for an Interest Period and in respect of an Interest Determination Date, the rate determined by the Calculation Agent to be Compounded Daily AONIA for that Interest Period and Interest Determination Date plus the Adjustment Spread;

"Applicable Benchmark Rate" means the BBSW Rate and, if a Permanent Fallback Effective Date has occurred with respect to the BBSW Rate, AONIA or the RBA Recommended Rate, then the rate determined in accordance with this Condition 4(c)(iv)(B);

"BBSW Benchmark Replacement Conforming Changes" means, with respect to any replacement rate for the Applicable Benchmark Rate determined in accordance with this Condition 4(c)(iv)(B) (the "Relevant Replacement Rate"), changes to (1) any Interest Determination Date, Interest Payment Date, Business Day Convention or Interest Period, (2) the manner, timing and frequency of determining the rate and amounts of interest that are payable on the Notes during the Interest Period and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the Notes during the Interest Period, in each case that the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines, from time to time, to be appropriate to reflect the determination and implementation of Relevant Replacement Rate in a manner substantially consistent with market practice (or, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) decides that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Relevant Replacement Rate exists, in such other manner as the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines is appropriate (acting in good faith));

"BBSW Rate" means BBSW for the Relevant Period which is calculated in accordance with Condition 4(c)(i) to (iii);

"Bloomberg Adjustment Spread" means the term adjusted AONIA spread relating to the BBSW Rate provided by Bloomberg Index Services Limited (or a successor provider as approved and/or appointed by ISDA from time to time as the provider of term adjusted AONIA and the spread) ("BISL") on the Fallback Rate (AONIA) Screen (or by other means), or provided to, and published by, authorised distributors where "Fallback Rate (AONIA) Screen" means the Bloomberg Screen corresponding to the Bloomberg ticker for the fallback for the BBSW Rate accessed via the Bloomberg Screen Page (or, if applicable, accessed via the Bloomberg Screen ) or any other published source designated by BISL;

"Business Day (AONIA)" means any day on which commercial banks are open for general business in Sydney;

"Closing Fallback Rate" means, in respect of an Applicable Benchmark Rate, the rate:

• (a) determined by the Calculation Agent as a commercially reasonable alternative for the Applicable Benchmark Rate taking into account all available information that, in good faith, it considers relevant, provided that any rate (inclusive of any spreads or adjustments) implemented by central counterparties and / or futures exchanges with representative trade volumes in derivatives or futures referencing the Applicable Benchmark Rate will be deemed to be acceptable for the purposes of this paragraph (a), together with (without double counting) such adjustment spread (which may be a positive or negative value or zero) that is customarily applied to the relevant successor rate or alternative rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for Applicable Benchmark Rate-linked floating rate notes at such time (together with such other adjustments to the Business Day Convention, interest determination dates and related provisions and definitions, in each case that are consistent with accepted market practice for the use of such successor rate or alternative rate for Applicable Benchmark Rate-linked floating rate notes at such time), or, if no such industry standard is recognised or acknowledged, the method for calculating or determining such adjustment spread determined by the Calculation Agent (in consultation with the Issuer) to be appropriate; provided that
• (b) if and for so long as no such successor rate or alternative rate can be determined in accordance with paragraph (a), the Closing Fallback Rate will be the last provided or published level of that Applicable Benchmark Rate;

"Compounded Daily AONIA" means, with respect to an Interest Period, the rate of return of a daily compound interest investment (with AONIA as the reference rate for the calculation of interest) as calculated by the Calculation Agent on the relevant Interest Determination Date, as follows:

$$\left[\prod_{l=1}^{d_0} \left(1 + \frac{AONIA_{l-5\,BD} \times n_l}{365} \right) - 1\right] \times \frac{365}{d}$$

where:

"AONIAi-5 BD" means the per annum rate expressed as a decimal which is the level of AONIA provided by the Administrator and published as of the Publication Time for the Business Day (AONIA) falling five Business Days (AONIA) prior to such Business Day (AONIA) "i";

"d" is the number of calendar days in the relevant Interest Period;

"d0" is the number of Business Days (AONIA) in the relevant Interest Period;

"i" is a series of whole numbers from 1 to d0, each representing the relevant Business Day (AONIA) in chronological order from (and including) the first Business Day (AONIA) in the relevant Interest Period to (and including) the last Business Day (AONIA) in such Interest Period;

"ni", for any Business Day (AONIA) "i" in the relevant Interest Period, means the number of calendar days from (and including) such Business Day (AONIA) "i" up to (but excluding) the following Business Day (AONIA); and

If, for any reason, Compounded Daily AONIA needs to be determined for a period other than an Interest Period, Compounded Daily AONIA is to be determined as if that period were an Interest Period starting on (and including) the first day of that period and ending on (but excluding) the last day of that period;

"Fallback Rate" means, where a Permanent Discontinuation Trigger for an Applicable Benchmark Rate has occurred, the rate that applies to replace that Applicable Benchmark Rate in accordance with this Condition 4(c)(iv)(B);

"Interest Determination Date" means, for the purposes of this Condition 4(c)(iv)(B) only:

• (a) where the BBSW Rate applies or the Closing Fallback Rate applies under paragraph (iv)(C) of this Condition 4(c)(iv)(B), the first day of that Interest Period; and
• (b) in any other circumstances and notwithstanding the provisions of Condition 18 (Definitions), the third Business Day prior to the Interest Payment Date in respect of that Interest Period;

"Non-Representative" means, in respect of an Applicable Benchmark Rate, that the Supervisor of that Applicable Benchmark Rate if the Applicable Benchmark Rate is the BBSW Rate, or the Administrator of the Applicable Benchmark Rate if the Applicable Benchmark Rate is AONIA or the RBA Recommended Rate:

(a) has determined that such Applicable Benchmark Rate is no longer, or as of a specified future date will no longer be, representative of the underlying market and economic reality that such Applicable Benchmark Rate is intended to measure and that representativeness will not be restored; and

(b) is aware that such determination will engage certain contractual triggers for fallbacks activated by pre-cessation announcements by such Supervisor (howsoever described) in contracts;

"Permanent Discontinuation Trigger" means, in respect of an Applicable Benchmark Rate:

• (a) a public statement or publication of information by or on behalf of the Administrator of the Applicable Benchmark Rate announcing that it has ceased or that it will cease to provide the Applicable Benchmark Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide the Applicable Benchmark Rate and, in the case of the BBSW Rate, a public statement or publication of information by or on behalf of the Supervisor of the BBSW Rate has confirmed that cessation;
• (b) a public statement or publication of information by the Supervisor of the Applicable Benchmark Rate, the Reserve Bank of Australia (or any successor central bank for Australian dollars), an insolvency official or resolution authority with jurisdiction over the Administrator of the Applicable Benchmark Rate or a court or an entity with similar insolvency or resolution authority over the Administrator of the Applicable Benchmark Rate which states that the Administrator of the Applicable Benchmark Rate has ceased or will cease to provide the Applicable Benchmark Rate permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Benchmark Rate and, in the case of the BBSW Rate and a public statement or publication of information other than by the Supervisor, a public statement or publication of information by or on behalf of the Supervisor of the BBSW Rate has confirmed that cessation;
• (c) a public statement by the Supervisor of the Applicable Benchmark Rate if the Applicable Benchmark Rate is the BBSW Rate, or the Administrator of the Applicable Benchmark Rate if the Applicable Benchmark Rate is AONIA or the RBA Recommended Rate, as a consequence of which the Applicable Benchmark Rate will be prohibited from being used either generally, or in respect of the Notes, or that its use will be subject to restrictions or adverse consequences to the Issuer or a Noteholder;
• (d) as a consequence of a change in law or directive arising after the Issue Date of the first Tranche of Notes of a Series, it has become unlawful for the Calculation Agent, the Issuer or any other party responsible for calculations of interest under the Conditions to calculate any payments due to be made to any Noteholder using the Applicable Benchmark Rate;
• (e) a public statement or publication of information by the Supervisor of the Applicable Benchmark Rate if the Applicable Benchmark Rate is the BBSW Rate, or the Administrator of the Applicable Benchmark Rate if the Applicable Benchmark Rate

is AONIA or the RBA Recommended Rate, stating that the Applicable Benchmark Rate is Non-Representative; or

(f) the Applicable Benchmark Rate has otherwise ceased to exist or be administered on a permanent or indefinite basis;

"Permanent Fallback Effective Date" means, in respect of a Permanent Discontinuation Trigger for an Applicable Benchmark Rate:

• (a) in the case of paragraphs (a) and (b) of the definition of "Permanent Discontinuation Trigger", the first date on which the Applicable Benchmark Rate would ordinarily have been published or provided and is no longer published or provided;
• (b) in the case of paragraphs (c) and (d) of the definition of "Permanent Discontinuation Trigger", the date from which use of the Applicable Benchmark Rate is prohibited or becomes subject to restrictions or adverse consequences or the calculation becomes unlawful (as applicable);
• (c) in the case of paragraph (e) of the definition of "Permanent Discontinuation Trigger", the first date on which the Applicable Benchmark Rate would ordinarily have been published or provided but is Non-Representative by reference to the most recent statement or publication contemplated in that paragraph and even if such Applicable Benchmark Rates continues to be published or provided on such date; or
• (d) in the case of paragraph (f) of the definition of "Permanent Discontinuation Trigger", the date that event occurs;

"Publication Time" means 4.00 pm (Sydney time) or any amended publication time for the final intraday refix of such rate specified by the Administrator for AONIA in its benchmark methodology;

"RBA Recommended Fallback Rate" means, for an Interest Period and in respect of an Interest Determination Date, the rate determined by the Calculation Agent to be the RBA Recommended Rate for that Interest Period and Interest Determination Date;

"RBA Recommended Rate" means, in respect of any relevant day (including any day "i"), the rate (inclusive of any spreads or adjustments) recommended as the replacement for AONIA by the Reserve Bank of Australia (which rate may be produced by the Reserve Bank of Australia or another administrator) and as provided by the Administrator of that rate or, if that rate is not provided by the Administrator thereof, published by an authorised distributor in respect of that day;

"Supervisor" means, in respect of an Applicable Benchmark Rate, the supervisor or competent authority that is responsible for supervising that Applicable Benchmark Rate or the Administrator of that Applicable Benchmark Rate, or any committee officially endorsed or convened by any such supervisor or competent authority that is responsible for supervising that Applicable Benchmark Rate or the Administrator of that Applicable Benchmark Rate;

"Supervisor Recommended Rate" means the rate formally recommended for use as the temporary replacement for the BBSW Rate by the Supervisor of the BBSW Rate; and

"Temporary Disruption Trigger" means, in respect of any Applicable Benchmark Rate which is required for any determination:

• (a) the Applicable Benchmark Rate has not been published by the applicable Administrator or an authorised distributor and is not otherwise provided by the Administrator, in respect of, on, for or by the time and date on which that Applicable Benchmark Rate is required; or
• (b) the Applicable Benchmark Rate is published or provided but the Calculation Agent determines that there is an obvious or proven error in that rate;
• (C) if ISDA Determination for Fallback provisions is not specified in the relevant Final Terms as being applicable, the Specified Currency is TWD and the Reference Rate is TAIBIR, the Calculation Agent will:
  • (1) request the principal Taipei offices of five leading dealers in Taiwan Secondary Market Bills in Taipei to provide quotations of the Taiwan Secondary Markets Bills Rates offered by them to prime banks in the Taipei interbank market for the Relevant Period at approximately 11:00 a.m. Taipei time on the Interest Determination Date; and
  • (2) determine the arithmetic mean (rounded, if necessary, to the nearest four decimal places, with 0.00005 being rounded upwards) of such quotations; and
  • (3) if fewer than four quotations are provided as requested, the Calculation Agent will determine the rate in its discretion;
• (D) if ISDA Determination for Fallback provisions is not specified in the relevant Final Terms as being applicable, the Specified Currency is TWD and the Reference Rate is TAIBOR, the Calculation Agent will:
  • (1) request the principal Taipei offices of fourteen prime banks in Taiwan to provide a quotation at approximately 11:30 a.m. Taipei time on the Interest Determination Date of the rate offered by them to other prime banks in the Taipei interbank market for deposits in TWD for a period equal to the Relevant Period and in an amount that is representative for a single transaction in that market at that time; and
  • (2) determine the arithmetic mean (rounded, if necessary, to the nearest four decimal places, with 0.00005 being rounded upwards) of such quotations; and
  • (3) if fewer than four quotations are provided as requested, the Calculation Agent will determine the rate in its discretion;
• (E) if ISDA Determination for Fallback provisions is not specified in the relevant Final Terms as being applicable, the Specified Currency is MXN and the Reference Rate is TIIE, the Calculation Agent will:
  • (1) request the principal Mexico City office of the Reference Banks to provide a quotation of their mid-market rate for cost of funds for MXN for the Relevant Period at approximately the Relevant Time on the Interest Determination Date in an amount that is representative for a single transaction in that market at that time; and
• (2) determine the arithmetic mean (rounded, if necessary, to the nearest four decimal places, with 0.00005 being rounded upwards) of such quotations; and
• (3) if fewer than two quotations are provided as requested, the Calculation Agent will determine the rate in its discretion, using a representative rate;
• (F) if ISDA Determination for Fallback provisions is not specified in the relevant Final Terms as being applicable, the Specified Currency is CNH and the Reference Rate is CNH HIBOR, the Calculation Agent will:
  • (1) request the Hong Kong office of each of the Reference Banks to provide a quotation at approximately 11:15 a.m. Hong Kong time on the Interest Determination Date of the rate offered by it to prime banks in the Hong Kong interbank market for deposits in CNH for a period equal to the Relevant Period and in an amount that is representative for a single transaction in that market at that time; and
  • (2) determine the arithmetic mean (rounded, if necessary, to the nearest four decimal places, with 0.00005 being rounded upwards) of such quotations; and
  • (3) if fewer than two quotations are provided as requested, the Calculation Agent will determine the arithmetic mean of the rates quoted by major banks (being at least two in number) in Hong Kong, selected by the Calculation Agent, at approximately the Relevant Time in Hong Kong on the Interest Determination Date for loans in CNH for settlement in Hong Kong to Leading Banks for a period equal to the Relevant Period and in an amount that is representative for a single transaction in that market at that time;
• (G) if ISDA Determination for Fallback provisions is not specified in the relevant Final Terms as being applicable, the Specified Currency is CNY and the Reference Rate is SHIBOR, the Calculation Agent will:
  • (1) request the principal Shanghai offices of four leading dealers in the Shanghai Interbank Offered Rate market to provide a quotation at approximately 11:00 a.m. Beijing time on the Interest Determination Date of the rate offered by it to prime banks in the Shanghai interbank market for deposits in CNY for a period equal to the Relevant Period and in an amount that is representative for a single transaction in that market at that time; and
  • (2) determine the arithmetic mean (rounded, if necessary, to the nearest four decimal places, with 0.00005 being rounded upwards) of such quotations, after eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest), unless only two or three quotations are provided, in which case neither the highest quotation nor the lowest quotation will be eliminated; and
  • (3) if fewer than two quotations are provided as requested, the Calculation Agent will determine the rate in its discretion;

(H) in all other cases where ISDA Determination for Fallback provisions is not specified in the relevant Final Terms as being applicable, the proviso in the paragraph immediately below shall apply,

and, in each case, the Rate of Interest for such Interest Period shall be the sum of the Margin and the rate or (as the case may be) the arithmetic mean so determined; provided, however, that if the Calculation Agent is unable to determine a rate or (as the case may be) an arithmetic mean in accordance with the above provisions in relation to any Interest Period, including (without limitation) in the circumstances described in Condition 4(c)(iv)(H) above: (i) subject to (ii) below, the Rate of Interest applicable to the Notes during such Interest Period will be the sum of the Margin and the rate or (as the case may be) the arithmetic mean last determined in relation to the Notes in respect of a preceding Interest Period; or (ii) if the Notes are Fixed/Floating Rate Notes for which no Rate of Interest has yet been determined under this Condition 4 (Interest on Floating Rate Notes), the Rate of Interest applicable to the Notes during such Interest Period will be the rate applicable to the Notes in respect of the preceding Interest Period for which Condition 3 (Interest on Fixed Rate Notes and Resettable Notes) applied.

(d) Screen Rate Determination for Floating Rate Notes referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA

• (i) If Screen Rate Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined and the Reference Rate is specified in the relevant Final Terms as being "SONIA", "SOFR", "€STR", "SORA", "SARON", "CORRA" or "HONIA", the Rate of Interest applicable to the Notes for each Interest Period will be sum of the Margin and the Relevant Rate, all as determined by the Calculation Agent on the Interest Determination Date for such Interest Period.
• (ii) If the Notes become due and payable in accordance with Condition 9 (Enforcement), the final Interest Determination Date shall, notwithstanding any Interest Determination Date specified in the applicable Final Terms, be deemed to be the date on which the Notes became due and payable and the Rate of Interest applicable to the Notes shall, for so long as any such Note remains outstanding, be that determined on such date and as if (solely for the purpose of such interest determination) the relevant Interest Period had been shortened accordingly.
• (iii) If "Payment Delay" is specified as the Observation Method in the relevant Final Terms, all references in these Conditions to interest on the Notes being payable on an Interest Payment Date shall be read as reference to interest on the Notes being payable on an Effective Interest Payment Date instead.

(iv) Definitions

"Applicable Period" means,

• (A) where "Observation Shift" is specified as the Observation Method in the relevant Final Terms, in relation to any Interest Period, the Observation Period relating to such Interest Period; and
• (B) where "Lag", "Lockout" or "Payment Delay" is specified as the Observation Method in the relevant Final Terms, the relevant Interest Period.

"d" means the number of calendar days in the Applicable Period.

"" means the number of calendar days from (and including) IndexStart to (but excluding) IndexEnd.

"d0" means the number of Reference Rate Business Days in the Applicable Period.

"Effective Interest Payment Date" means each date specified as such in the relevant Final Terms.

"i" means a series of whole numbers from one to d0, each representing the relevant Reference Rate Business Day in the Applicable Period in chronological order from (and including) the first Reference Rate Business Day in the Applicable Period (each a "Reference Rate Business Day(i)").

"IndexEnd" means in relation to any Interest Period, the Index Value on the day which is "p" Reference Rate Business Days prior to the Interest Payment Date for such Interest Period.

"IndexStart" means, in relation to any Interest Period, the Index Value on the day which is "p" Reference Rate Business Days prior to the first day of such Interest Period.

"Index Value" means, in relation to any Reference Rate Business Day:

• (A) where "SONIA" is specified as the Reference Rate in the relevant Final Terms, the value of the SONIA Compounded Index for such Reference Rate Business Day as published by authorised redistributors on such Reference Rate Business Day or, if the value of the SONIA Compounded Index cannot be obtained from such authorised redistributors, as published on the Bank of England's Website at www.bankofengland.co.uk/boeapps/database/ (or on such other page or website as may replace such page for the purposes of publishing the SONIA Compounded Index) on the next following Reference Rate Business Day; provided, however, that in the event that the value originally so published is corrected on such Reference Rate Business Day, then such corrected value, instead of the value that was originally published, shall be deemed the Index Value in relation to such Reference Rate Business Day;
• (B) where "SOFR" is specified as the Reference Rate in the relevant Final Terms, the value of the SOFR Index published by Federal Reserve Bank of New York, as the administrator of the daily Secured Overnight Financing Rate (or any successor administrator of such rate) on the New York Federal Reserve's Website at https://apps.newyorkfed.org/markets/autorates/sofr-avg-ind (or on such other page or website as may replace such page for the purposes of publishing the SOFR Index) at or about 3:00 p.m. (New York City time) on such Reference Rate Business Day; provided, however, that in the event that the value originally so published is subsequently corrected and such corrected value is published by the Federal Reserve Bank of New York, as the administrator of such rate on the original date of publication, then such corrected value, instead of the value that was originally published, shall be deemed the Index Value in relation to such Reference Rate Business Day; and
• (C) where "CORRA" is specified as the Reference Rate in the relevant Final Terms, the value of the CORRA Compounded Index published by the Bank of Canada, as the administrator of the daily Canadian Overnight Repo Rate Average (or any successor administrator of such rate) on the Bank of Canada's website at https://www.bankofcanada.ca/rates/interestrates/corra/#index (or on such other page or website as may replace such page for the purposes of publishing the CORRA Compounded Index) at or about 11:30 a.m. (Toronto time) on such Reference Rate Business Day; provided, however, that in the event that the value originally so published is subsequently corrected and such corrected value is published by the Bank of Canada, as the administrator of such rate (or any successor administrator of such rate) on the original date of publication, then such

corrected value, instead of the value that was originally published, shall be deemed the Index Value in relation to such Reference Rate Business Day.

"New York Federal Reserve's Website" means the website of the Federal Reserve Bank of New York currently at http://www.newyorkfed.org, or any successor website.

"ni" means, in relation to any Reference Rate Business Day(i), the number of calendar days from (and including) such Reference Rate Business Day(i) up to (but excluding) the next following Reference Rate Business Day.

"Non-Reset Date" means each Reference Rate Business Day(i) in an Applicable Period, the Reference Rate Determination Date in relation to which falls on or after the Rate Cut-Off Date (if any).

"Observation Period" means, in relation to an Interest Period:

• (A) where "Standard Shift" is specified as applicable in the relevant Final Terms, the period from (and including) the date which is "p" Reference Rate Business Days prior to the first day of such Interest Period (and in respect of the first Interest Period, the Interest Commencement Date) and ending on (but excluding) the date which is "p" Reference Rate Business Days prior to the Interest Payment Date for such Interest Period (or the date falling "p" Reference Rate Business Days prior to such earlier date, if any, on which the Notes become due and payable); and
• (B) where "IDD Shift" is specified as applicable in the relevant Final Terms, the period from (and including) the Reference Rate Business Day falling prior to the Interest Determination Date for the immediately preceding Interest Payment Date to (but excluding) the last Reference Rate Business Day falling prior to the Interest Determination Date for such Interest Period, provided that the first Observation Period shall commence on (and include) the last Reference Rate Business Day falling prior to the date falling two Business Days prior to the Interest Commencement Date.

"p" means the whole number specified as such in the Final Terms representing a number of Reference Rate Business Days.

"Rate Cut-Off Date" means:

• (A) where "Lockout" is specified as the Observation Method in the relevant Final Terms and "SONIA", "SARON" or "HONIA" is specified as the relevant Reference Rate, in relation to any Interest Period, the Reference Rate Business Day immediately prior to the Interest Determination Date;
• (B) where "Lockout" is specified as the Observation Method in the relevant Final Terms and a Reference Rate other than "SONIA", "SARON" or "HONIA" is specified as the relevant Reference Rate, in relation to any Interest Period, the second Reference Rate Business Day falling prior to the Interest Determination Date;
• (C) where "Payment Delay" is specified as the Observation Method in the relevant Final Terms, and:
  • (I) "SONIA", "SARON" or "HONIA" is specified as the relevant Reference Rate, the Reference Rate Business Day immediately prior to the Interest Determination Date in relation to the final Interest Period only;
• (II) a Reference Rate other than "SONIA", "SARON" or "HONIA" is specified as the relevant Reference Rate, the second Reference Rate Business Day falling prior to the Interest Determination Date; and
• (D) in any other circumstances, no Rate Cut-Off Date shall apply.

"Reference Rate" means in relation to any Reference Rate Business Day:

• (A) where "SONIA" is specified as the Reference Rate in the relevant Final Terms, a reference rate equal to the daily Sterling Overnight Index Average ("SONIA") rate for such Reference Rate Business Day as provided by the administrator of SONIA (or any successor administrator) to authorised distributors and as then published on the Relevant Screen Page (or, if the Relevant Screen Page is unavailable, as otherwise published by such authorised distributors) on the Reference Rate Business Day immediately following such Reference Rate Business Day;
• (B) where "SOFR" is specified as the Reference Rate in the relevant Final Terms, a reference rate equal to the daily Secured Overnight Financing Rate as provided by the Federal Reserve Bank of New York, as the administrator of such rate (or any successor administrator of such rate) published at or around 3:00 p.m. (New York City time) on the New York Federal Reserve's Website on the next succeeding Reference Rate Business Day for trades made on such Reference Rate Business Day;
• (C) where "€STR" is specified as the Reference Rate in the relevant Final Terms, a reference rate equal to the daily euro short-term rate for such Reference Rate Business Day as published by the European Central Bank, as administrator of such rate (or any successor administrator of such rate), on the website of the European Central Bank currently at http://www.ecb.europa.eu, or any successor website officially designated by the European Central Bank (the "ECB") on the Reference Rate Business Day immediately following such Reference Rate Business Day;
• (D) where "SORA" is specified as the Reference Rate in the relevant Final Terms, a reference rate equal to the daily Singapore Overnight Rate Average ("SORA") rate for such Reference Rate Business Day as provided by the Monetary Authority of Singapore as the administrator of such rate (or any successor administrator of such rate) ("MAS"), on the website of the MAS currently at http://www.mas.gov.sg or any successor website officially designated by the MAS (or as published by its authorised distributors) on the Reference Rate Business Day immediately following such Reference Rate Business Day.
• (E) where "SARON" is specified as the Reference Rate in the relevant Final Terms, a reference rate equal to the daily Swiss Average Rate Overnight ("SARON") rate for such Reference Rate Business Day as provided by the SIX Swiss Exchange AG ("SIX"), as the administrator of such rate (or any successor administrator of such rate), on the website of the SIX Group currently at https://www.sixgroup.com/exchanges/indices/data\_centre/swiss\_reference\_rates/referen ce\_rates\_en.html or any successor website or other source on which SARON is published at the close of trading on the trading platform of SIX Repo AG (or any successor thereto) on such Reference Rate Business Day, which is expected to be on or around 6.00 p.m. (Zurich time);
• (F) where "CORRA" is specified as the Reference Rate in the relevant Final Terms, a reference rate equal to the daily Canadian Overnight Repo Rate Average ("CORRA") rate for such Reference Rate Business Day as

provided by the Bank of Canada, as the administrator of such rate (or any successor administrator of such rate) ("BOC"), on the website of the BOC currently at https://www.bankofcanada.ca/rates/interestrates/corra/ or any successor website officially designated by the BOC on the Reference Rate Business Day immediately following such Reference Rate Business Day; or

(G) where "HONIA" is specified as the Reference Rate in the relevant Final Terms, a reference rate equal to the daily Hong Kong Dollar Overnight Index Average ("HONIA") rate for such Reference Rate Business Day as provided by the Treasury Markets Association, as the administrator of such rate (or any successor administrator of such rate) ("TMA"), on the website of the TMA currently at https://www.tma.org.hk/en\_market\_info.aspx or any successor website officially designated by the TMA (or as published by its authorised distributors) on such Reference Rate Business Day.

"Reference Rate(i)" or "REFi" means in relation to any Reference Rate Business Day(i), the Reference Rate for the Reference Rate Determination Date in relation to such Reference Rate Business Day(i), provided that where either "Lock Out" or "Payment Delay" are specified as the Observation Method in the relevant Final Terms, Reference Rate(i) (or REFi) in respect of each Non-Reset Date (if any) in an Applicable Period shall be Reference Rate(i) (or REFi) as determined in relation to the Rate Cut-Off Date.

"Reference Rate Business Day" means:

• (A) where "SONIA" is specified as the Reference Rate in the relevant Final Terms, any day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in London;
• (B) where "SOFR" is specified as the Reference Rate in the relevant Final Terms, means any day except for a Saturday, Sunday or a day on which The SIFMArecommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities;
• (C) where "€STR" is specified as the Reference Rate in the relevant Final Terms, a Euro Business Day;
• (D) where "SORA" is specified as the Reference Rate in the relevant Final Terms, a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks settle payments in Singapore;
• (E) where "SARON" is specified as the Reference Rate in the relevant Final Terms, a day on which banks are open in the City of Zurich for the settlement of payments and of foreign exchange transactions;
• (F) where "CORRA" is specified as the Reference Rate in the relevant Final Terms, a day on which commercial banks are open for general business (including dealing in foreign exchange and foreign currency deposits) in the city of Toronto, Canada; or
• (G) where "HONIA" is specified as the Reference Rate in the relevant Final Terms, a day (other than a Saturday, Sunday or gazetted public holiday) on which commercial banks settle payments in Hong Kong.

"Reference Rate Determination Date" means, in relation to any Reference Rate Business Day(i):

• (A) where "Lag" is specified as the Observation Method in the relevant Final Terms, the Reference Rate Business Day falling "p" Reference Rate Business Days prior to such Reference Rate Business Day(i); and
• (B) otherwise, such Reference Rate Business Day(i).

"Relevant Rate" means with respect to an Interest Period:

• (A) if RFR Index Determination is specified as being not applicable in the relevant Final Terms (or is deemed to be not applicable as set out in the proviso to paragraph (B) below):
  • (I) where "Compounded Daily Rate" is specified as the Determination Method in the relevant Final Terms, the rate of return of a daily compound interest investment (with the applicable Reference Rate specified in the Final Terms as reference rate for the calculation of interest) calculated as follows, with the resulting percentage rounded, if necessary, (i) in the case of SONIA, €STR or SORA to the nearest one tenthousandth of a percentage point (0.0001%), with 0.00005% being rounded upwards and (ii) in the case of SOFR, SARON, CORRA or HONIA to the nearest one hundred-thousandth of a percentage point (0.00001%), with 0.000005% being rounded upwards and:

$$\left[\prod_{l=1}^{d_0} \left(1 + \frac{REF_l \times n_l}{Y}\right) - 1\right] \times \frac{Y}{d}$$

• (II) where "Weighted Average Rate" is specified as the Determination Method in the relevant Final Terms the arithmetic mean of Reference Rate(i) for each Reference Rate Business Day during such Applicable Period (each "Reference Rate Business Day(i)"), calculated by multiplying the relevant Reference Rate(i) for any Reference Rate Business Day(i) by the number of days such Reference Rate(i) is in effect (being the number of calendar days from (and including) such Reference Rate Business Day(i) up to (but excluding) the next following Reference Rate Business Day), determining the sum of such products and dividing such sum by the number of calendar days in the relevant Applicable Period; or
• (B) where SONIA, SOFR or CORRA is specified as the Reference Rate in the relevant Final Terms, if RFR Index Determination is specified as being applicable in the relevant Final Terms, the rate calculated as follows, with the resulting percentage rounded, if necessary, (i) in the case of SONIA, to the nearest one ten-thousandth of a percentage point (0.0001%), with 0.00005% being rounded upwards and (ii) in the case of SOFR or CORRA to the nearest one hundred-thousandth of a percentage point (0.00001%), with 0.000005% being rounded upwards:

$$\left(\frac{Index_{End}}{Index_{Start}} - 1\right) \times \frac{Y}{d_c}$$

provided, however, that if the Calculation Agent is unable for any reason to determine IndexEnd or IndexStart in relation to any Interest Period, the Relevant Rate shall be calculated for such Interest Period as if RFR Index Determination had been specified as being not applicable in the relevant Final Terms (and accordingly paragraph (A)(I) of this definition and "Observation Shift" and "Standard Shift" will apply).

"SONIA Compounded Index" means the index known as the SONIA Compounded Index administered by the Bank of England (or any successor administrator thereof).

"CORRA Compounded Index" means the index known as the CORRA Compounded Index administered by the Bank of Canada (or any successor administrator thereof).

"Y" is the number specified as such in the relevant Final Terms, or if no number is so specified, a number reflecting the denominator for day count fractions customarily used to calculate floating rate interest amounts on instruments denominated in the Specified Currency and with an original maturity equal to that of the Notes, as determined by the Calculation Agent.

• (v) Additional Provisions applicable where "SONIA", "€STR", "CORRA" or "SARON" is specified as the Reference Rate in the relevant Final Terms:
  • (A) If, in respect of any Reference Rate Business Day(i) in the relevant Applicable Period, the Reference Rate is not published or otherwise provided as set out in the relevant definition thereof for the related Reference Rate Determination Date, and:
    • (I) where "Benchmark Replacement" is specified as applicable in the relevant Final Terms, a Benchmark Event has not occurred; or
    • (II) where "Benchmark Replacement" is not specified as applicable in the relevant Final Terms, and neither (A) an Index Cessation Event and an Index Cessation Effective Date nor (B) an Administrator/Benchmark Event and an Administrator/Benchmark Event Date, in each case with respect to the Reference Rate, have occurred,

Reference Rate(i) in respect of such Reference Rate Business Day(i) shall be the Reference Rate in respect of the last Reference Rate Business Day prior to the related Reference Rate Determination Date for which such Reference Rate was so published as provided in the relevant definition thereof.

• (B) Where "Benchmark Replacement" is specified as applicable in the relevant Final Terms, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines that a Benchmark Event has occurred in relation to the Reference Rate (or any Successor Rate or Alternative Reference Rate (or any component part(s) thereof) determined and applicable to the Notes pursuant to the earlier operation of Condition 4(e) (Benchmark Replacement)) in accordance with the terms of Condition 4(e) (Benchmark Replacement), then the provisions of Condition 4(e) (Benchmark Replacement) shall apply.
• (C) Where "Benchmark Replacement" is not specified as applicable in the relevant Final Terms, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines either that (A) both an Index Cessation Event and Index Cessation Effective Date have occurred or (B) both an Administrator/Benchmark Event and Administrator/Benchmark Event Date have occurred, in each case with respect to the Reference Rate, then:
  • (1) Reference Rate(i) in respect of each Reference Rate Business Day(i) falling on or after the Applicable Fallback Effective Date

shall be calculated as if references to the "Reference Rate" in Condition 4(d)(i) to (iv) were to the Relevant Recommended Rate;

• (2) if there is a Relevant Recommended Rate before the end of the first Reference Rate Business Day following the Applicable Fallback Effective Date, but neither the administrator of the Relevant Recommended Rate nor authorised distributors provide or publish the Relevant Recommended Rate in respect of any Reference Rate Business Day(i) and related Reference Rate Determination Date for which the Relevant Recommended Rate is required, then, subject to paragraph (3) below, in respect of any Reference Rate Business Day(i) and related Reference Rate Determination Date for which the Relevant Recommended Rate is required, references to the Relevant Recommended Rate will be deemed to be references to the last provided or published Relevant Recommended Rate prior to the related Reference Rate Determination Date. If there is no last provided or published Relevant Recommended Rate, then in respect of any Reference Rate Business Day(i) and related Reference Rate Determination Date for which the Relevant Recommended Rate is required, references to the Relevant Recommended Rate will be deemed to be references to the last provided or published Reference Rate (without taking into account any deemed changes to the term "Reference Rate" pursuant to Condition 4(d)(v)(C)(1) above) prior to the related Reference Rate Determination Date; and
• (3) if:
  • (i) there is no Relevant Recommended Rate before the end of the first Reference Rate Business Day following the Applicable Fallback Effective Date referred to in Condition 4(d)(v)(C) above; or
  • (ii) there is a Relevant Recommended Rate and the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines either that (A) both an Index Cessation Event and Index Cessation Effective Date have occurred or (B) both an Administrator/Benchmark Event and Administrator/Benchmark Event Date have occurred, in each case with respect to the Relevant Recommended Rate,

then Reference Rate(i) in respect of each Reference Rate Business Day(i) falling on or after the Applicable Fallback Effective Date shall be calculated as if references in Condition 4(d)(i) to (iv) to the "Reference Rate" were to the Final Fallback Rate. In respect of any day for which the Final Fallback Rate is required, references to the Final Fallback Rate will be deemed to be references to the last provided or published Final Fallback Rate as at close of business in the RFR Financial Centre on that day.

(D) If the Rate of Interest cannot be determined in accordance with the foregoing provisions, the Rate of Interest shall be (A) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period, in place of the Margin relating to that last preceding Interest Period) or (B) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to the Notes for the first Interest Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin applicable to the first Interest Period), provided, however, that if the Notes are Fixed/Floating Rate Notes for which no Rate of Interest has yet been determined under this Condition 4 (Interest on Floating Rate Notes), the Rate of Interest applicable to the Notes during such Interest Period will be the rate applicable to the Notes in respect of the preceding Interest Period for which Condition 3 (Interest on Fixed Rate Notes and Resettable Notes) applied.

(E) The Issuer (in consultation, to the extent practicable, with the Calculation Agent) may at any time, specify any Benchmark Replacement Conforming Changes which changes shall apply to the Notes for all future Interest Periods (without prejudice to the further operation of this Condition 4(d)(v)) and, for the avoidance of doubt, the Trustee shall, at the direction and expense of the Issuer, and having received a certificate from the Issuer, signed by two Authorised Signatories, confirming that the Issuer has made the relevant determinations in accordance with this Condition 4(d)(v) and attaching the proposed amendments to the Conditions, be obliged to concur with the Issuer to effect such amendments to the Conditions together with such consequential amendments to the Trust Deed and Agency Agreement as the Trustee may deem appropriate in order to give effect to this Condition 4(d)(v) and the Trustee shall not be liable to any person for any consequences thereof, save as provided in the Trust Deed. No consent of the Noteholders of the relevant Series or of the Holders of the Coupons appertaining thereto shall be required in connection with effecting such changes, including for the execution of any documents or the taking of other steps by the Trustee, the Issuer or any of the parties to the Agency Agreement (if required). The Trustee shall not be obliged to agree to any amendments which in the sole opinion of the Trustee would have the effect of (A) exposing the Trustee to any liabilities against which it has not been indemnified and/or secured and/or pre-funded to its satisfaction or (B) increasing the obligations or duties, or decreasing the rights or protection, of the Trustee in the documents to which it is a party and/or these Conditions. The Agents (as defined in the Agency Agreement) shall give effect to this Condition 4(d)(v) (by effecting such consequential amendments to the Agency Agreement or otherwise as is necessary on the part of each Agent (acting reasonably)), provided that the Agents shall not be obliged to give effect to any such amendments, if in the reasonable opinion of the relevant Agent (acting in good faith and following consultation, to the extent practicable, with the Issuer), the same would not be operable in accordance with the terms proposed pursuant to this Condition 4(d)(v) or would expose it to any additional duties or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in these Conditions and/or the Agency Agreement. The Issuer shall promptly following the determination of any changes pursuant to Condition 4(d)(v) give notice thereof to the Trustee, the Principal Paying Agent, the Calculation Agent and the Noteholders (in accordance with Condition 13 (Notices)). Notwithstanding any other provision of this Condition 4(d)(v), no fallback rate will be adopted, nor will any amendment to the Conditions be made, in each case pursuant to this Condition 4(d)(v), if in the determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the Subordinated Notes own funds instruments for the purposes of the Applicable Rules.

(F) Definitions for the purposes of this Condition 4(d)(v) and Condition 4(d)(vii):

"Administrator/Benchmark Event" means that it has or will prior to the next Interest Determination Date become unlawful for the Calculation Agent or the Issuer to calculate any payments due to be made to any Noteholder using the Applicable Benchmark (including, without limitation, under Regulation (EU) 2016/1011 as it forms part of domestic law in the United Kingdom by virtue of the EUWA, if applicable);

"Administrator/Benchmark Event Date" means the date from which it becomes unlawful for the Calculation Agent or the Issuer to calculate any payments due to be made to any Noteholder using the Applicable Benchmark;

"Applicable Fallback Effective Date" means in respect of an Applicable Benchmark and an Index Cessation Event or an Administrator/Benchmark Event, the Index Cessation Effective Date or the Administrator/Benchmark Event Date, as applicable;

"Applicable Benchmark" means the applicable Reference Rate or (if applicable) any subsequent fallback rate determined or applicable to the Notes pursuant to Conditions 4(d)(v) or 4(d)(vii);

"Benchmark Replacement Conforming Changes" means, with respect to any replacement rate for the Applicable Benchmark determined in accordance with Conditions 4(d)(v) or 4(d)(vii) (the "Relevant Replacement Rate"), changes to (1) any Interest Determination Date, Interest Payment Date, Effective Interest Payment Date, Reference Time, Reference Rate Business Day, Business Day Convention or Interest Period, (2) the manner, timing and frequency of determining the rate and amounts of interest that are payable on the Notes during the Interest Period and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the Notes during the Interest Period, in each case that the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines, from time to time, to be appropriate to reflect the determination and implementation of Relevant Replacement Rate in a manner substantially consistent with market practice (or, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) decides that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Relevant Replacement Rate exists, in such other manner as the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines is appropriate (acting in good faith));

"EDFR" means, in respect of any relevant day, the rate on the deposit facility, which banks may use to make overnight deposits with the Eurosystem, in respect of that day;

"EDFR Spread" means:

(A) if no Relevant Recommended Rate is recommended before the end of the first Reference Rate Business Day following the Applicable Fallback Effective Date with respect to the Reference Rate referred to in the first paragraph of Condition 4(d)(v)(C), the arithmetic mean of the daily difference between €STR and EDFR over an observation period of 30 Reference Rate Business Days starting 30 Reference Rate Business Days prior to the day on which the Index Cessation Event or (as applicable) Administrator/Benchmark Event with respect to the Reference Rate referred to in the first paragraph of Condition 4(d)(v)(C) occurs and ending on the Reference Rate Business Day immediately preceding such day; or

(B) if an Index Cessation Event or Administrator/Benchmark Event with respect to the Relevant Recommended Rate occurs, the arithmetic mean of the daily difference between the Relevant Recommended Rate and EDFR over an observation period of 30 Reference Rate Business Days starting 30 Reference Rate Business Days prior to the day on which the Index Cessation Event or (as applicable) Administrator/Benchmark Event with respect to the Relevant Recommended Rate occurs and ending on the Reference Rate Business Day immediately preceding such day;

"Final Fallback Rate" means in respect of any relevant day:

• (A) where "SONIA" is specified as the Reference Rate in the relevant Final Terms, the official bank rate as determined by the Monetary Policy Committee of the Bank of England and published by the Bank of England from time to time, in effect on that day;
• (B) where "€STR" is specified as the Reference Rate in the relevant Final Terms, a rate equal to EDFR in respect of that day, plus the EDFR Spread;
• (C) where "CORRA" is specified as the Reference Rate in the relevant Final Terms, the BOC's target for the overnight rate as set by the BOC, in respect of that day; or
• (D) where "SARON" is specified as the Reference Rate in the relevant Final Terms, a rate equal to the SNB Policy Rate in respect of that day, plus the SNB Spread;

"Index Cessation Effective Date" means:

• (A) in the case of limbs (A) or (B) of the definition of "Index Cessation Event", the first date on which the Applicable Benchmark would ordinarily have been published or provided and is no longer published or provided; or
• (B) in the case of limb (C) of the definition of "Index Cessation Event," the latest of (i) the date of such statement or publication and (ii) the date, if any, specified in such statement or publication as the date on which the Applicable Benchmark will no longer be representative;

"Index Cessation Event" means, in respect of an Applicable Benchmark, the occurrence of one or more of the following events:

• (A) a public statement or publication of information by or on behalf of the administrator of the Applicable Benchmark announcing that it has ceased or will cease to provide the Applicable Benchmark permanently or indefinitely, provided that, at the time of the statement or publication, there is no successor administrator or provider, as applicable, that will continue to provide the Applicable Benchmark;
• (B) a public statement or publication of information by the regulatory supervisor for the administrator of the Applicable

Benchmark, the central bank for the currency of the Applicable Benchmark, an insolvency official with jurisdiction over the administrator for the Applicable Benchmark, a resolution authority with jurisdiction over the administrator for the Applicable Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Applicable Benchmark, which states that the administrator of the Applicable Benchmark has ceased or will cease to provide the Applicable Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator or provider that will continue to provide the Applicable Benchmark; or

(C) a public statement or publication of information by the regulatory supervisor for the administrator of the Applicable Benchmark announcing that the regulatory supervisor has determined that such Applicable Benchmark is no longer, or as of a specified future date will no longer be, representative of the underlying market and economic reality that such Applicable Benchmark is intended to measure and that representativeness will not be restored;

"RFR Financial Centre" means:

• (A) where "SONIA" is specified as the Reference Rate in the relevant Final Terms, London;
• (B) where "€STR" is specified as the Reference Rate in the relevant Final Terms, Frankfurt;
• (C) where "CORRA" is specified as the Reference Rate in the relevant Final Terms, Toronto; or
• (D) where "SARON" is specified as the Reference Rate in the relevant Final Terms, Zurich;

"Relevant Recommended Rate" means in respect of any relevant day:

• (A) where "SONIA" is specified as the Reference Rate in the relevant Final Terms, the rate (inclusive of any spreads or adjustments) recommended as the replacement for SONIA by (i) the administrator of SONIA if the administrator of SONIA is a national central bank, or (ii) if the national central bank administrator of SONIA does not make a recommendation or the administrator of SONIA is not a national central bank, a committee designated for this purpose by one or both of the Financial Conduct Authority (or any successor thereto) and the Bank of England and as provided by the then administrator or provider of that rate, or if that rate is not provided by the then administrator or provider thereof, published by an authorised distributor, in respect of that day;
• (B) where "€STR" is specified as the Reference Rate in the relevant Final Terms, the rate (inclusive of any spreads or adjustments) recommended as the replacement for €STR by:
  • (I) the European Central Bank (or any successor administrator for €STR); or
  • (II) a committee officially endorsed or convened by (a) the European Central Bank (or any successor administrator

of €STR) and/or (b) the European Securities and Markets Authority,

in each case for the purpose of recommending a replacement for €STR (which rate may be produced by the European Central Bank or another administrator) and as provided by the then administrator of that rate or, if that rate is not provided by the then administrator thereof, published by an authorised distributor, in respect of that day;

• (C) where "CORRA" is specified as the Reference Rate in the relevant Final Terms, the rate (inclusive of any spreads or adjustments) recommended as the replacement for CORRA by a committee officially endorsed or convened by the BOC for the purpose of recommending a replacement for CORRA (which rate may be produced by the BOC or another administrator) and as provided by the then administrator of that rate or, if that rate is not provided by the then administrator thereof, published by an authorised distributor, in respect of that day;
• (D) where "SARON" is specified as the Reference Rate in the relevant Final Terms, the rate (inclusive of any spreads or adjustments) recommended as the replacement for SARON by any working group or committee in Switzerland organised in the same or a similar manner as the National Working Group on Swiss Franc Reference Rates that was founded in 2013 for the purpose of, among other things, considering proposals to reform reference interest rates in Switzerland, and as provided by the then administrator of that rate or, if that rate is not provided by the then administrator thereof, published by an authorised distributor, in respect of that day;
• (E) where "SORA" is specified as the Reference Rate in the relevant Final Terms, the rate (inclusive of any spreads or adjustments) recommended as the replacement for SORA by the Monetary Authority of Singapore or by a committee officially endorsed or convened by the Monetary Authority of Singapore (which rate may be produced by the Monetary Authority of Singapore or another administrator) and as provided by the then administrator of that rate or, if that rate is not provided by the then administrator thereof, published by an authorised distributor, in respect of that day; or
• (F) where "HONIA" is specified as the Reference Rate in the relevant Final Terms, the rate (inclusive of any spreads or adjustments) recommended as the replacement for HONIA by the administrator of HONIA or by a committee officially endorsed or convened by the administrator of HONIA for the purpose of recommending a replacement for HONIA (which rate may be produced by the administrator of HONIA or another administrator) and as provided by the then administrator of that rate or, if that rate is not provided by the then administrator thereof, published by an authorised distributor, in respect of that day;

"SNB Policy Rate" means, in respect of any relevant day, the policy rate of the Swiss National Bank, in respect of that day; and

"SNB Spread" means:

• (A) if no Relevant Recommended Rate is recommended before the end of the first Reference Rate Business Day following the Applicable Fallback Effective Date with respect to the Reference Rate referred to in the first paragraph of Condition 4(d)(v)(C), the historical median between SARON and the SNB Policy Rate over an observation period of two years starting two years prior to the day on which the Index Cessation Event or (as applicable) Administrator/Benchmark Event occurs with respect to the Reference Rate referred to in the first paragraph of Condition 4(d)(v)(C) occurs and ending on the Reference Rate Business Day immediately preceding such day; or
• (B) if an Index Cessation Event or Administrator/Benchmark Event with respect to the Relevant Recommended Rate occurs, the historical median between the Relevant Recommended Rate (or, in the absence of the Relevant Recommended Rate, SARON) and the SNB Policy Rate over an observation period of two years starting two years prior to the day on which the Index Cessation Event or (as applicable) Administrator/Benchmark Event with respect to the Relevant Recommended Rate occurs and ending on the Reference Rate Business Day immediately preceding such day.
• (vi) Additional Provisions applicable where "SOFR" is specified as the Reference Rate in the relevant Final Terms:
  • (A) If, in respect of any Reference Rate Business Day(i) in the relevant Applicable Period, the Reference Rate is not published or otherwise provided as set out in the relevant definition thereof for the related Reference Rate Determination Date, and:
    • (I) where "ARRC Fallbacks" are specified as applicable in the relevant Final Terms, a SOFR Transition Event and a related SOFR Replacement Date have not both occurred; or
    • (II) where "ARRC Fallbacks" are not specified as applicable in the relevant Final Terms, a SOFR Index Cessation Event and SOFR Index Cessation Effective Date have not both occurred,

Reference Rate(i) in respect of such Reference Rate Business Day(i) shall be the Reference Rate in respect of the last Reference Rate Business Day prior to the related Reference Rate Determination Date for which such Reference Rate was so published as provided in the relevant definition thereof.

(B) Where "ARRC Fallbacks" are specified as applicable in the relevant Final Terms, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer's designee (in consultation with the Issuer) determines that a SOFR Transition Event and the related SOFR Replacement Date have occurred in relation to the Reference Rate (or any SOFR Replacement Rate previously determined in accordance with this Condition 4(d)(vi)) on the Reference Rate Business Day on which a determination of Reference Rate is due to be made, the SOFR Replacement Rate will replace the then-current Reference Rate for all purposes and in respect of all determinations on such Reference Rate Business Day and (without prejudice to the further operation of this Condition 4(d)(vi)) all subsequent determinations; provided that, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or our designee (in consultation with the Issuer) is unable to or do not determine a SOFR Replacement Rate in accordance with the provisions below prior to 5:00 p.m. (New York time) on the relevant Interest Determination Date, the interest rate for the related Interest Period will be equal to (A) that determined as at the last preceding Interest Determination Date (though substituting, where a different Margin is to be applied to the relevant Interest Period from that which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period, in place of the Margin relating to that last preceding Interest Period) or (B) if there is no such preceding Interest Determination Date, the initial Rate of Interest which would have been applicable to the Notes for the first Interest Period had the Notes been in issue for a period equal in duration to the scheduled first Interest Period but ending on (and excluding) the Interest Commencement Date (but applying the Margin applicable to the first Interest Period), provided, however, that if the Notes are Fixed/Floating Rate Notes for which no Rate of Interest has yet been determined under this Condition 4 (Interest on Floating Rate Notes), the Rate of Interest applicable to the Notes during such Interest Period will be the rate applicable to the Notes in respect of the preceding Interest Period for which Condition 3 (Interest on Fixed Rate Notes and Resettable Notes) applied.

• (C) If "ARRC Fallbacks" are not specified as applicable in the relevant Final Terms, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer's designee (in consultation with the Issuer) determines that a SOFR Index Cessation Event and SOFR Index Cessation Effective Date have occurred (the first date on which this occurs being the "Rate Switch Date"), Reference Rate(i) in respect of such Reference Rate Business Day(i) shall be the rate that was recommended as the replacement for the daily Secured Overnight Financing Rate by the Federal Reserve Board and/or the Federal Reserve Bank of New York or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York for the purpose of recommending a replacement for the daily Secured Overnight Financing Rate (which rate may be produced by the Federal Reserve Bank of New York or other designated administrator, and which rate may include any adjustments or spreads) as determined in relation to related Reference Rate Determination Date for such Reference Rate Business Day(i); provided, however, that, if no such rate has been recommended within one Reference Rate Business Day of the Rate Switch Date, then:
  • (1) subject to (2) below, Reference Rate(i) in relation to each Reference Rate Business Day(i) falling on or after the Rate Switch Date shall be equal to the rate determined in accordance with Condition 4(d)(i) to (iv) or Condition 4(d)(vi)(A) (as applicable), but as if:
    • (aa) references in Condition 4(d)(i) to (iv) to "Reference Rate Business Day" were to "New York Fed Business Day", but so that in the case of the Applicable Period in which the SOFR Index Cessation Effective Date occurred, "d0" shall be construed so that it means the aggregate of (x) the number of Reference Rate Business Days in the Applicable Period up to (but excluding) the Rate Switch Date and (y) the number of New York Fed Business Days in the Applicable Period relating to such Interest Period from (and including) the Rate Switch Date (and "i" shall be construed accordingly);
    • (bb) references to "daily Secured Overnight Financing Rate" were to the "daily Overnight Bank Funding Rate";
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• (cc) references to "SOFR Index Cessation Event" were references to "OBFR Index Cessation Event"; and
• (dd) references to "SOFR Index Cessation Effective Date" were references to "OBFR Index Cessation Effective Date"; and
• (2) if an OBFR Index Cessation Event and an OBFR Index Cessation Effective Date have both occurred (the first date on which this occurs, being the "OBFR Switch Date"), then, in relation to each Reference Rate Business Day(i) falling on or after the later of the Rate Switch Date and the OBFR Switch Date, Reference Rate(i) shall be equal to the rate determined in accordance with Condition 4(d)(i) to (iv) or Condition 4(d)(vi)(A) (as applicable), but as if:
  • (aa) references in Condition 4(d)(i) to (iv) to "Reference Rate Business Day" were to "New York Fed Business Day", but so that in the case of the Applicable Period in which the OBFR Switch Date occurred, "d0" shall be construed so that it means the aggregate of (x) the number of Reference Rate Business Days in the Applicable Period up to (but excluding) the OBFR Switch Date and (y) the number of New York Fed Business Days in the Applicable Period relating to such Interest Period from (and including) the OBFR Switch Date (and "i" shall be construed accordingly); and
  • (bb) references in Condition 4(d)(i) to (iv) to the "daily Secured Overnight Financing Rate published at or around 3:00 p.m. (New York City time) on the New York Federal Reserve's Website on the next succeeding Reference Rate Business Day for trades made on such Reference Rate Business Day" were a reference to the short-term interest rate target set by the Federal Open Market Committee, as published on the Federal Reserve's Website and as prevailing on such Reference Rate Determination Date, or if the Federal Open Market Committee has not set a single rate, the mid-point of the short-term interest rate target range set by the Federal Open Market Committee, as published on the Federal Reserve's Website and as prevailing on such Reference Rate Determination Date (calculated as the arithmetic average of the upper bound of the target range and the lower bound of the target range, rounded, if necessary, to the nearest second decimal place with 0.005 being rounded upwards).
• (D) The Issuer (in consultation, to the extent practicable, with the Calculation Agent) may at any time, specify any SOFR Replacement Conforming Changes which changes shall apply to the Notes for all future Interest Periods (without prejudice to the further operation of this Condition 4(d)(vi)) and, for the avoidance of doubt, the Trustee shall, at the direction and expense of the Issuer, and having received a certificate from the Issuer, signed by two Authorised Signatories, confirming that the Issuer has made the relevant determinations in accordance with this Condition 4(d)(vi) and attaching the proposed amendments to the Conditions, be obliged to concur with the Issuer to effect such amendments to the Conditions together with such consequential amendments to the Trust Deed and Agency Agreement as the Trustee may deem appropriate in order to give effect to this Condition 4(d)(vi)

and the Trustee shall not be liable to any person for any consequences thereof, save as provided in the Trust Deed. No consent of the Noteholders of the relevant Series or of the Holders of the Coupons appertaining thereto shall be required in connection with effecting such changes, including for the execution of any documents or the taking of other steps by the Trustee, the Issuer or any of the parties to the Agency Agreement (if required). The Trustee shall not be obliged to agree to any amendments which in the sole opinion of the Trustee would have the effect of (A) exposing the Trustee to any liabilities against which it has not been indemnified and/or secured and/or pre-funded to its satisfaction or (B) increasing the obligations or duties, or decreasing the rights or protection, of the Trustee in the documents to which it is a party and/or these Conditions. The Agents (as defined in the Agency Agreement) shall give effect to this Condition 4(d)(vi) (by effecting such consequential amendments to the Agency Agreement or otherwise as is necessary on the part of each Agent (acting reasonably)), provided that the Agents shall not be obliged to give effect to any such amendments, if in the reasonable opinion of the relevant Agent (acting in good faith and following consultation, to the extent practicable, with the Issuer), the same would not be operable in accordance with the terms proposed pursuant to this Condition 4(d)(vi) or would expose it to any additional duties or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in these Conditions and/or the Agency Agreement. The Issuer shall promptly following the determination of any changes pursuant to Condition 4(d)(vi) give notice thereof to the Trustee, the Principal Paying Agent, the Calculation Agent and the Noteholders (in accordance with Condition 13 (Notices)). Notwithstanding any other provision of this Condition 4(d)(vi), no fallback rate will be adopted, nor will any amendment to the Conditions be made, in each case pursuant to this Condition 4(d)(vi), if in the determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the Subordinated Notes as own funds instruments for the purposes of the Applicable Rules.

(E) Definitions

"designee" means an affiliate or any other agent of the Issuer.

"Federal Reserve's Website" means the website of the Board of Governors of the Federal Reserve System currently at http://www.federalreserve.gov, or any successor website;

"ISDA Definitions" means (for the purposes of this Condition 4(d)(vi)) the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.

"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Reference Rate for the applicable tenor.

"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Reference Rate for the applicable tenor excluding the applicable ISDA Fallback Adjustment.

"New York Fed Business Day" means any day except for a Saturday, Sunday or a day on which the Fedwire Securities Services or the Fedwire Funds Service of the Federal Reserve Bank of New York is closed;

"New York Federal Reserve's Website" means the website of the Federal Reserve Bank of New York currently at http://www.newyorkfed.org, or any successor website;

"OBFR Index Cessation Effective Date" means, in relation to an OBFR Index Cessation Event, the date on which the Federal Reserve Bank of New York (or any successor administrator of the daily Overnight Bank Funding Rate) ceases to publish the daily Overnight Bank Funding Rate or the date as of which the daily Overnight Bank Funding Rate may no longer be used;

"OBFR Index Cessation Event" means the occurrence of one or more of the following events:

• (1) a public statement by the Federal Reserve Bank of New York (or a successor administrator of the daily Overnight Bank Funding Rate) announcing that it has ceased or will cease to publish or provide the daily Overnight Bank Funding Rate permanently or indefinitely, provided that, at that time, there is no successor administrator that will continue to publish or provide a daily Overnight Bank Funding Rate;
• (2) the publication of information which reasonably confirms that the Federal Reserve Bank of New York (or a successor administrator of the daily Overnight Bank Funding Rate) has ceased or will cease to provide the daily Overnight Bank Funding Rate permanently or indefinitely, provided that, at that time, there is no successor administrator that will continue to publish or provide the daily Overnight Bank Funding Rate; or
• (3) a public statement by a U.S. regulator or other U.S. official sector entity prohibiting the use of the daily Overnight Bank Funding Rate that applies to, but need not be limited to, all swap transactions, including existing swap transactions;

"Reference Time" with respect to any determination of the Reference Rate means (1) if the Reference Rate is SOFR, the time specified for such determination specified in the definition of the Reference Rate, and (2) if the Reference Rate is not SOFR, the time determined by the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer's designee (in consultation with the Issuer) after giving effect to the SOFR Replacement Conforming Changes.

"Relevant Governmental Body" means the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.

"SIFMA" means the Securities Industry and Financial Markets Association or any successor thereto;

"SOFR Index Cessation Effective Date" means, in relation to a SOFR Index Cessation Event, the date on which the Federal Reserve Bank of New York (or any successor administrator of the daily Secured Overnight Financing Rate) ceases to publish the daily Secured Overnight Financing Rate, or the date as of which the daily Secured Overnight Financing Rate may no longer be used;

"SOFR Index Cessation Event" means the occurrence of one or more of the following events:

• (1) a public statement by the Federal Reserve Bank of New York (or a successor administrator of the daily Secured Overnight Financing Rate) announcing that it has ceased or will cease to publish or provide the daily Secured Overnight Financing Rate permanently or indefinitely, provided that, at that time, there is no successor administrator that will continue to publish or provide a daily Secured Overnight Financing Rate;
• (2) the publication of information which reasonably confirms that the Federal Reserve Bank of New York (or a successor administrator of the daily Secured Overnight Financing Rate) has ceased or will cease to provide the daily Secured Overnight Financing Rate permanently or indefinitely, provided that, at that time there is no successor administrator that will continue to publish or provide the daily Secured Overnight Financing Rate; or
• (3) a public statement by a U.S. regulator or other U.S. official sector entity prohibiting the use of the daily Secured Overnight Financing Rate that applies to, but need not be limited to, all swap transactions, including existing swap transactions;

"SOFR Replacement Adjustment" means the first alternative set forth in the order below that can be determined by the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer's designee (in consultation with the Issuer) as of the SOFR Replacement Date:

• (1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted SOFR Replacement;
• (2) if the applicable Unadjusted SOFR Replacement is equivalent to the ISDA Fallback Rate the ISDA Fallback Adjustment; or
• (3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer's designee (in consultation with the Issuer) giving due consideration to any industry-accepted spread adjustments, or method for calculating or determining such spread adjustment, for the replacement of the then-current Reference Rate with the applicable Unadjusted SOFR Replacement for U.S. Dollar-denominated floating rate notes at such time.

"SOFR Replacement Conforming Changes" means, with respect to any SOFR Replacement Rate or a replacement rate determined in accordance with Condition 4(d)(vi)(B) (the "Relevant Replacement Rate"), changes to (1) any Interest Determination Date, Interest Payment Date, Effective Interest Payment Date, Reference Time, Business Day Convention or Interest Period, (2) the manner, timing and frequency of determining the rate and amounts of interest that are payable on the Notes during the Interest Period and the conventions relating to such determination and calculations with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the Notes during the Interest Period, in each case that the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer's designee (in consultation with Issuer) determine, from time to time, to be appropriate to reflect the determination and implementation of Relevant Replacement Rate in a manner substantially consistent with market practice (or, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer's designee (in consultation with the Issuer) decide that implementation of any portion of such market practice is not administratively feasible or determine that no market practice for use of the Relevant Replacement Rate exists, in such other manner as the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer's designee (in consultation with the Issuer) determine is appropriate (acting in good faith)).

"SOFR Replacement Date" means the earliest to occur of the following events with respect to the then-current Reference Rate (including the daily published component used in the calculation thereof):

• (1) in the case of clause (1) or (2) of the definition of "SOFR Transition Event," the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Reference Rate permanently or indefinitely ceases to provide the Reference Rate (or such component); or
• (2) in the case of clause (3) of the definition of "SOFR Transition Event," the date of the public statement or publication of information referenced therein.

For the avoidance of doubt, if the event that gives rise to the SOFR Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the SOFR Replacement Date will be deemed to have occurred prior to the Reference Time for such determination.

"SOFR Replacement Rate" means the first alternative set forth in the order below that can be determined by the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer's designee (in consultation with the Issuer) as of the SOFR Replacement Date.

• (1) the sum of: (i) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Reference Rate and (ii) the SOFR Replacement Adjustment;
• (2) the sum of: (i) the ISDA Fallback Rate and (ii) the SOFR Replacement Adjustment; or
• (3) the sum of: (i) the alternate rate of interest that has been selected by the Issuer (in consultation, to the extent practicable, with the Calculation Agent) or the Issuer's designee (in consultation with the Issuer) as the replacement for the then-current Reference Rate for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Reference Rate for U.S. Dollardenominated floating rate notes at such time and (ii) the SOFR Replacement Adjustment.

"Corresponding Tenor" with respect to a SOFR Replacement Rate means a tenor (including overnight) having approximately the same length (disregarding business day adjustments) as the applicable tenor for the then-current Reference Rate.

"SOFR Transition Event" means the occurrence of one or more of the following events with respect to the then-current Reference Rate (including the daily published component used in the calculation thereof):

• (1) a public statement or publication of information by or on behalf of the administrator of the Reference Rate (or such component) announcing that such administrator has ceased or will cease to provide the Reference Rate (or such component), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Reference Rate (or such component); or
• (2) a public statement or publication of information by the regulatory supervisor for the administrator of the Reference Rate (or such component), the central bank for the currency of the Reference Rate (or such component), an insolvency official with jurisdiction over the administrator for the Reference Rate (or such component), a resolution authority with jurisdiction over the administrator for the Reference Rate (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Reference Rate, which states that the administrator of the Reference Rate (or such component) has ceased or will cease to provide the Reference Rate (or such component) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Reference Rate (or such component); or
• (3) a public statement or publication of information by the regulatory supervisor for the administrator of the Reference Rate announcing that the Reference Rate is no longer representative.

"Unadjusted SOFR Replacement" means the SOFR Replacement Rate excluding the SOFR Replacement Rate Adjustment.

• (vii) Additional Provisions applicable where "SORA" or "HONIA" is specified as the Reference Rate in the relevant Final Terms:
  • (A) If, in respect of any Reference Rate Business Day(i) in the relevant Applicable Period, the Reference Rate is not published or otherwise provided as set out in the relevant definition thereof for the related Reference Rate Determination Date, and:
    • (I) where "Benchmark Replacement" is specified as applicable in the relevant Final Terms, a Benchmark Event has not occurred; or
    • (II) where "Benchmark Replacement" is not specified as applicable in the relevant Final Terms, and neither (A) an Index Cessation Event and Index Cessation Effective Date nor (B) an Administrator/Benchmark Event and Administrator/Benchmark Event Date, in each case with respect to the Reference Rate, have occurred,

Reference Rate(i) in respect of such Reference Rate Business Day(i) shall be the Reference Rate in respect of the last Reference Rate Business Day prior to the related Reference Rate Determination Date for which such Reference Rate was so published as provided in the relevant definition thereof.

• (B) Where "Benchmark Replacement" is specified as applicable in the relevant Final Terms, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines that a Benchmark Event has occurred in relation to the Reference Rate (or any Successor Rate or Alternative Reference Rate (or any component part(s) thereof) determined and applicable to the Notes pursuant to the earlier operation of Condition 4(e) (Benchmark Replacement)) in accordance with the terms of Condition 4(e) (Benchmark Replacement), then the provisions of Condition 4(e) (Benchmark Replacement) shall apply.
• (C) Where "Benchmark Replacement" is not specified as applicable in the relevant Final Terms, if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines either that (A) both an Index Cessation Event and Index Cessation Effective Date have occurred or (B) both an Administrator/Benchmark Event and Administrator/Benchmark Event Date have occurred, in each case with respect to the Reference Rate, then:
  • (1) Reference Rate(i) in respect of each Reference Rate Business Day(i) falling on or after the Applicable Fallback Effective Date shall be calculated as if references to the "Reference Rate" in Condition 4(d)(i) to (iv) were to the Relevant Recommended Rate;
  • (2) if there is a Relevant Recommended Rate before the end of the first Reference Rate Business Day following the Applicable Fallback Effective Date, but neither the administrator of the Relevant Recommended Rate nor authorised distributors provide or publish the Relevant Recommended Rate in respect of any Reference Rate Business Day(i) and related Reference Rate Determination Date for which the Relevant Recommended Rate is required, then, subject to paragraph (3) below, in respect of any Reference Rate Business Day(i) and related Reference Rate Determination Date for which the Relevant Recommended Rate is required, references to the Relevant Recommended Rate will be deemed to be references to the last provided or published Relevant Recommended Rate prior to the related Reference Rate Determination Date. If there is no last provided or published Relevant Recommended Rate, then in respect of any Reference Rate Business Day(i) and related Reference Rate Determination Date for which the Relevant Recommended Rate is required, references to the Relevant Recommended Rate will be deemed to be references to the last provided or published Reference Rate (without taking into any deemed changes to the term "Reference Rate" pursuant to Condition 4(d)(vii)(C)(1) above) prior to the related Reference Rate Determination Date; and
  • (3) if:
    • (i) there is no Relevant Recommended Rate before the end of the first Reference Rate Business Day following the Applicable Fallback Effective Date referred to in Condition 4(d)(vii)(C) above; or
    • (ii) there is a Relevant Recommended Rate and the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines either that (A) both an Index Cessation Event and Index Cessation Effective

Date have occurred or (B) both an Administrator/Benchmark Event and Administrator/Benchmark Event Date have occurred, in each case with respect to the Relevant Recommended Rate,

then Reference Rate(i) in respect of each Reference Rate Business Day(i) falling on or after the Applicable Fallback Effective Date shall be determined in accordance with the provisions of Condition 4(e) (Benchmark Replacement), and for these purposes, it is deemed that (i) "Benchmark Replacement" has been selected as applicable in the relevant Final Terms, (ii) the Issuer (in consultation, to the extent practicable, with the Calculation Agent) has determined that a Benchmark Event has occurred in relation to the Reference Rate in accordance with the first paragraph of Condition 4(e) (Benchmark Replacement), and (iii) Condition 4(e)(iv) (Benchmark Replacement) does not apply.

• (D) The Issuer (in consultation, to the extent practicable, with the Calculation Agent) may at any time, specify any Benchmark Replacement Conforming Changes which changes shall apply to the Notes for all future Interest Periods (without prejudice to the further operation of this Condition 4(d)(vii)) and, for the avoidance of doubt, the Trustee shall, at the direction and expense of the Issuer, and having received a certificate from the Issuer, signed by two Authorised Signatories, confirming that the Issuer has made the relevant determinations in accordance with this Condition 4(d)(vii) and attaching the proposed amendments to the Conditions, be obliged to concur with the Issuer to effect such amendments to the Conditions together with such consequential amendments to the Trust Deed and Agency Agreement as the Trustee may deem appropriate in order to give effect to this Condition 4(d)(vii) and the Trustee shall not be liable to any person for any consequences thereof, save as provided in the Trust Deed. No consent of the Noteholders of the relevant Series or of the Holders of the Coupons appertaining thereto shall be required in connection with effecting such changes, including for the execution of any documents or the taking of other steps by the Trustee, the Issuer or any of the parties to the Agency Agreement (if required). The Trustee shall not be obliged to agree to any amendments which in the sole opinion of the Trustee would have the effect of (A) exposing the Trustee to any liabilities against which it has not been indemnified and/or secured and/or pre-funded to its satisfaction or (B) increasing the obligations or duties, or decreasing the rights or protection, of the Trustee in the documents to which it is a party and/or these Conditions. The Agents (as defined in the Agency Agreement) shall give effect to this Condition 4(d)(vii) (by effecting such consequential amendments to the Agency Agreement or otherwise as is necessary on the part of each Agent (acting reasonably)), provided that the Agents shall not be obliged to give effect to any such amendments, if in the reasonable opinion of the relevant Agent (acting in good faith and following consultation, to the extent practicable, with the Issuer), the same would not be operable in accordance with the terms proposed pursuant to this Condition 4(d)(vii) or would expose it to any additional duties or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in these Conditions and/or the Agency Agreement. The Issuer shall promptly following the determination of any changes pursuant to Condition 4(d)(vii) give notice thereof to the Trustee, the Principal Paying Agent, the Calculation Agent and the Noteholders (in accordance with Condition 13 (Notices)). Notwithstanding any other provision of this Condition 4(d)(vii), no fallback rate will be adopted, nor
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will any amendment to the Conditions be made, in each case pursuant to this Condition 4(d)(vii), if in the determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the Subordinated Notes as own funds instruments for the purposes of the Applicable Rules.

(E) The definitions set out in Condition 4(d)(v)(F)shall be equally applicable to this Condition 4(d)(vii).

(e) Benchmark Replacement

If any of Condition 4(c) (Screen Rate Determination for Floating Rate Notes not referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA), Condition 3(c)(i) (Mid-Swap Rate), Condition 3(c)(ii) (Resettable Note Interbank Rate) or Condition 3(c)(v) (SORA-OIS Rate) is applicable to the Notes, or Condition 4(d) (Screen Rate Determination for Floating Rate Notes referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA) is applicable to the Notes and either "SONIA", "€STR", "SORA", "SARON", "CORRA" or "HONIA" is specified as the Reference Rate in the relevant Final Terms, and in any case, Benchmark Replacement is specified as applicable in the relevant Final Terms, then notwithstanding the provisions of Condition 4(c) (Screen Rate Determination for Floating Rate Notes not referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA), Condition 3(c)(i) (Mid-Swap Rate), Condition 3(c)(ii) (Resettable Note Interbank Rate), Condition 3(c)(v) (SORA-OIS Rate) or 4(d) (Screen Rate Determination for Floating Rate Notes referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA) (as applicable), if the Issuer (in consultation, to the extent practicable, with the Calculation Agent) determines that a Benchmark Event has occurred in relation to an Original Reference Rate when any Rate of Interest (or the relevant component part thereof) remains to be determined by reference to that Original Reference Rate, then the following provisions shall apply:

• (i)
• (A) the Issuer shall use reasonable endeavours to appoint, as soon as reasonably practicable, an Independent Adviser to determine (acting in good faith and in a commercially reasonable manner), no later than five (5) Business Days prior to the relevant Interest Determination Date or Reset Determination Date (as applicable) relating to the next succeeding Interest Period or Reset Period (as applicable) (the "IA Determination Cut-off Date"), a Successor Rate (as defined below) or, alternatively, if the Independent Adviser determines that there is no Successor Rate, an Alternative Reference Rate (as defined below) for purposes of determining the Rate of Interest (or the relevant component part thereof) applicable to the Notes; or
• (B) if the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by it fails to determine a Successor Rate or an Alternative Reference Rate prior to the IA Determination Cut-off Date, the Issuer (in consultation, to the extent practicable, with the Calculation Agent and acting in good faith and in a commercially reasonable manner) may determine a Successor Rate or, if the Issuer determines that there is no Successor Rate, an Alternative Reference Rate;
• (ii) if a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) is determined in accordance with the preceding provisions, such Successor Rate or, failing which, an Alternative Reference Rate (as applicable) shall subsequently be used in place of such Original Reference Rate to determine the Rate of Interest (or the relevant component part thereof) for each of the future Interest Periods or Reset Periods (as applicable) (subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(e)); provided, however, that if subparagraph (i)(B) applies and the Issuer is unable to or does not determine a Successor Rate or an Alternative Reference Rate prior to the relevant Interest

Determination Date or Reset Determination Date (as applicable), the Rate of Interest applicable to the next succeeding Interest Period or Reset Period (as applicable) shall be equal to the Rate of Interest applicable to the Notes in respect of the Interest Period or Reset Period (as applicable) preceding such Interest Period or Reset Period; for the avoidance of doubt, the proviso in this subparagraph (ii) shall apply to the relevant Interest Period or Reset Period (as applicable) only and any subsequent Interest Periods or Reset Periods (as applicable) shall be subject to the subsequent operation of, and to adjustment as provided in, this Condition 4(e) (Benchmark Replacement);

• (iii) if the Independent Adviser (in consultation with the Issuer) or (if the Issuer is unable to appoint an Independent Adviser, or the Independent Adviser appointed by it fails to determine whether an Adjustment Spread should be applied) the Issuer (in consultation, to the extent practicable, with the Calculation Agent and acting in good faith and in a commercially reasonable manner) determines that an Adjustment Spread should be applied to the relevant Successor Rate or the relevant Alternative Reference Rate (as applicable) then such Adjustment Spread shall be applied to such Successor Rate or Alternative Reference Rate (as applicable). If the Independent Adviser or the Issuer (as applicable) is unable to determine the quantum of, or a formula or methodology for determining such Adjustment Spread, then the Successor Rate or Alternative Reference Rate (as applicable) will apply without an Adjustment Spread;
• (iv) if the Independent Adviser or the Issuer determines a Successor Rate or, failing which, an Alternative Reference Rate (as applicable) and, in each case, any Adjustment Spread in accordance with the above provisions, the Independent Adviser or the Issuer (in consultation, to the extent practicable, with the Calculation Agent) (as applicable), may also specify changes to these Conditions, including but not limited to the Relevant Time, Relevant Financial Centre, Reference Banks, Leading Banks, Day Count Fraction, Business Day Convention, Business Days and/or Interest Determination Date applicable to the Notes, and the method for determining the fallback rate in relation to the Notes, in order to follow market practice in relation to the Successor Rate, the Alternative Reference Rate (as applicable) and/or the Adjustment Spread, which changes shall apply to the Notes for all future Interest Periods (subject to the subsequent operation of this Condition 4(e) (Benchmark Replacement)). For the avoidance of doubt, the Trustee shall, at the direction and expense of the Issuer, and having received a certificate from the Issuer, signed by two Authorised Signatories, confirming that the Issuer or the Independent Adviser has made the relevant determinations in accordance with this Condition 4(e) (Benchmark Replacement); and attaching the proposed amendments to the Conditions, be obliged to concur with the Issuer to effect such amendments to the Conditions together with such consequential amendments to the Trust Deed and the Agency Agreement as the Trustee may deem appropriate in order to give effect to this Condition 4(e) (Benchmark Replacement); and the Trustee shall not be liable to any person for any consequences thereof, save as provided in the Trust Deed. No consent of the Holders of the Notes of the relevant Series or of the Holders of the Coupons appertaining thereto shall be required in connection with implementing the Successor Rate, Alternative Reference Rate (as applicable) and/or any Adjustment Spread or such other changes, including for the execution of any documents, amendments or other steps by the Trustee, the Issuer or any of the parties to the Agency Agreement (if required). The Trustee shall not be obliged to agree to any amendments which in the sole opinion of the Trustee would have the effect of (A) exposing the Trustee to any liabilities against which it has not been indemnified and/or secured and/or pre-funded to its satisfaction or (B) increasing the obligations or duties, or decreasing the rights or protection, of the Trustee in the documents to which it is a party and/or these Conditions. The Agents (as defined in the Agency Agreement) shall give effect to this Condition 4(e) (Benchmark Replacement) (by effecting such consequential amendments to the Agency Agreement or otherwise as is necessary on the part of each Agent

(acting reasonably)), provided that the Agents shall not be obliged to give effect to any such amendments, if in the reasonable opinion of the relevant Agent (acting in good faith and following consultation, to the extent practicable, with the Issuer), the same would not be operable in accordance with the terms proposed pursuant to this Condition 4(e) (Benchmark Replacement) or would expose it to any additional duties or liabilities or reduce or amend the rights and/or the protective provisions afforded to it in these Conditions and/or the Agency Agreement; and

(v) the Issuer shall promptly, following the determination of any Successor Rate, Alternative Reference Rate (as applicable) and/or any Adjustment Spread, give notice thereof to the Trustee, the Principal Paying Agent, the Calculation Agent and the Holders of the Notes (in accordance with Condition 13 (Notices)), which notice shall specify the effective date(s) for such Successor Rate, Alternative Reference Rate (as applicable) and/or any Adjustment Spread and any consequential changes made to these Conditions.

Notwithstanding any other provision of this Condition 4(e), no Successor Rate or Alternative Reference Rate will be adopted, nor will the applicable Adjustment Spread be applied, nor will any amendment to the Conditions be made pursuant to Condition 4(e)(iv), if in the determination of the Issuer, the same could reasonably be expected to prejudice the qualification of the Subordinated Notes as own funds instruments for the purposes of the Applicable Rules.

For the purposes of this Condition 4(e):

"Adjustment Spread" means a spread (which may be positive or negative or zero) or formula or methodology for calculating a spread, in each case to be applied to the Successor Rate or the Alternative Reference Rate (as the case may be), and is the spread, formula or methodology which:

• (i) in the case of a Successor Rate, is formally recommended, or formally provided as an option for parties to adopt, in relation to the replacement of the Original Reference Rate with the Successor Rate by any Relevant Nominating Body; or
• (ii) (if no such recommendation has been made, or in the case of an Alternative Reference Rate), the Independent Adviser (in consultation with the Issuer) or the Issuer (in consultation, to the extent practicable, with the Calculation Agent) (as applicable) determines is customarily applied to the relevant Successor Rate or Alternative Reference Rate (as the case may be) in international debt capital markets transactions to produce an industry-accepted replacement rate for the Original Reference Rate; or
• (iii) (if the Independent Adviser or the Issuer determines that there is no customarily applied spread in relation to the Successor Rate or Alternative Reference Rate (as the case may be) as envisaged by paragraph (ii) above), the Independent Adviser (in consultation with the Issuer) or the Issuer (in consultation, to the extent practicable, with the Calculation Agent) (as applicable) determines is recognised or acknowledged as being the industry standard for over-the-counter derivative transactions which reference the Original Reference Rate, where such rate has been replaced by the Successor Rate or the Alternative Reference Rate (as the case may be);

"Alternative Reference Rate" means the rate that the Independent Adviser or the Issuer (as applicable) determines (acting in good faith and in a commercially reasonable manner) has replaced the Original Reference Rate in customary market usage in the international debt capital markets for the purposes of determining rates of interest in respect of bonds denominated in the Specified Currency and of a comparable duration to the relevant Interest Period or Reset Period (as applicable);

"Benchmark Event" means:

• (i) (A) the Original Reference Rate has ceased to be published for a period of at least 5 Business Days or has ceased to exist; (B) the making of a public statement by the administrator of the Original Reference Rate that it has ceased publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate); or (C) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate has been permanently or indefinitely discontinued; or
• (ii) the later of (A) the making of a public statement by the administrator of the Original Reference Rate that it will, on or before a specified date, cease publishing the Original Reference Rate permanently or indefinitely (in circumstances where no successor administrator has been appointed that will continue publication of the Original Reference Rate) and (B) the date falling six months prior to such date specified in (A); or
• (iii) the later of (A) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that the Original Reference Rate will, on or before a specified date, be permanently or indefinitely discontinued and (B) the date falling six months prior to the date specified in (A); or
• (iv) the later of (A) the making of a public statement by the supervisor of the administrator of the Original Reference Rate as a consequence of which the Original Reference Rate will, on or before a specified date, be prohibited from being used or that its use will be subject to restrictions or adverse consequences, either generally, or in respect of the Notes and (B) the date falling six months prior to the date specified in (A); or
• (v) the later of (A) the making of a public statement by the supervisor of the administrator of the Original Reference Rate that, in the view of such supervisor, the Original Reference Rate is or will, on or before a specified date, be no longer representative of an underlying market or, in any case, should be used for informational purposes only rather than as a benchmark Reference Rate for securities such as the Notes and (B) the date falling six months prior to the date specified in (A); or
• (vi) it has or will prior to the next Interest Determination Date or Reset Determination Date, as applicable, become unlawful for the Calculation Agent or the Issuer to calculate any payments due to be made to any Noteholder using the Original Reference Rate (including, without limitation, under Regulation (EU) 2016/1011 as it forms part of domestic law in the United Kingdom by virtue of the EUWA, if applicable);

"Original Reference Rate" means (A) the benchmark or screen rate (as applicable) originally specified in the applicable Final Terms for the purposes of determining the relevant Rate of Interest (or any component part(s) thereof) in respect of the Notes or (B) (if applicable) any other Successor Rate or Alternative Reference Rate (or any component part(s) thereof) determined and applicable to the Notes pursuant to the earlier operation of this Condition 4(e) (Benchmark Replacement);

"Relevant Nominating Body" means, in respect of a benchmark or screen rate (as applicable):

(i) the central bank, reserve bank, monetary authority or any similar institution for the currency to which the benchmark or screen rate (as applicable) relates, or any other central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable); or

(ii) any working group or committee sponsored by, chaired or co-chaired by or constituted at the request of (A) the central bank, reserve bank, monetary authority or any similar institution for the currency to which the benchmark or screen rate (as applicable) relates, (B) any other central bank or other supervisory authority which is responsible for supervising the administrator of the benchmark or screen rate (as applicable), (C) a group of the aforementioned central banks or other supervisory authorities, (D) the International Swaps and Derivatives Association, Inc. or any part thereof, or (E) the Financial Stability Board or any part thereof; and

"Successor Rate" means a successor to or replacement of the Original Reference Rate (for the avoidance of doubt, whether or not such Original Reference Rate (as applicable) has ceased to be available) which is formally recommended by any Relevant Nominating Body.

(f) ISDA Determination

If ISDA Determination is specified in the relevant Final Terms as the manner in which the Rate(s) of Interest is/are to be determined, the Rate of Interest applicable to the Notes for each Interest Period will be the sum of the Margin and the relevant ISDA Rate where "ISDA Rate" in relation to any Interest Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as Calculation Agent for that interest rate swap transaction under the terms of an agreement incorporating the ISDA Definitions and under which:

• (i) if the relevant Final Terms specifies either "2006 ISDA Definitions" or "2021 ISDA Definitions" as the applicable ISDA Definitions:
  • (A) the Floating Rate Option is as specified in the relevant Final Terms;
  • (B) the Designated Maturity, if applicable, is a period specified in the relevant Final Terms;
  • (C) the relevant Reset Date is as specified in the relevant Final Terms;
  • (D) if Linear Interpolation is specified as applicable in respect of an Interest Period in the applicable Final Terms, the Rate of Interest for such Interest Period shall be calculated by the Calculation Agent by straight-line linear interpolation by reference to two rates based on the relevant Floating Rate Option, where:
    • (1) one rate shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the relevant Interest Period; and
    • (2) the other rate shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the relevant Interest Period;

provided, however, that if there is no rate available for a period of time next shorter than the length of the relevant Interest Period or, as the case may be, next longer than the length of the relevant Interest Period, then the Calculation Agent shall determine such rate at such time and by reference to such sources as it determines appropriate;

• (E) if the specified Floating Rate Option is an Overnight Floating Rate Option, Compounding is specified to be applicable in the relevant Final Terms and:
  • (1) if Compounding with Lookback is specified as the Compounding Method in the relevant Final Terms then (a)

Compounding with Lookback is the Overnight Rate Compounding Method and (b) Lookback is the number of Applicable Business Days specified in the relevant Final Terms;

• (2) if Compounding with Observation Period Shift is specified as the Compounding Method in the relevant Final Terms then (a) Compounding with Observation Period Shift is the Overnight Rate Compounding Method, (b) Observation Period Shift is the number of Observation Period Shift Business Days specified in the relevant Final Terms and (c) Observation Period Shift Additional Business Days, if applicable, are the days specified in the relevant Final Terms; or
• (3) if Compounding with Lockout is specified as the Compounding Method in the relevant Final Terms then (a) Compounding with Lockout is the Overnight Rate Compounding Method, (b) Lockout is the number of Lockout Period Business Days specified in the relevant Final Terms and (c) Lockout Period Business Days, if applicable, are the days specified in the relevant Final Terms;
• (F) if the specified Floating Rate Option is an Overnight Floating Rate Option, Averaging is specified to be applicable in the relevant Final Terms and:
  • (1) if Averaging with Lookback is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Lookback is the Overnight Rate Averaging Method and (b) Lookback is the number of Applicable Business Days as specified in the relevant Final Terms;
  • (2) if Averaging with Observation Period Shift is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Observation Period Shift is the Overnight Rate Averaging Method, (b) Observation Period Shift is the number of Observation Period Shift Business Days specified in the relevant Final Terms and (c) Observation Period Shift Additional Business Days, if applicable, are the days specified in the relevant Final Terms; or
  • (3) if Averaging with Lockout is specified as the Averaging Method in the relevant Final Terms then (a) Averaging with Lockout is the Overnight Rate Averaging Method, (b) Lockout is the number of Lockout Period Business Days specified in the relevant Final Terms and (c) Lockout Period Business Days, if applicable, are the days specified in the relevant Final Terms; and
• (G) if the specified Floating Rate Option is an Index Floating Rate Option and Index Provisions are specified to be applicable in the relevant Final Terms, the Compounded Index Method with Observation Period Shift shall be applicable and (a) Observation Period Shift is the number of Observation Period Shift Business Days specified in the relevant Final Terms and (b) Observation Period Shift Additional Business Days, if applicable, are the days specified in the relevant Final Terms;
• (ii) references in the ISDA Definitions to:
  • (A) "Confirmation" shall be references to the relevant Final Terms;
  • (B) "Calculation Period" shall be references to the relevant Interest Period;
• (C) "Termination Date" shall be references to the Maturity Date;
• (D) "Effective Date" shall be references to the Interest Commencement Date; and
• (iii) if the relevant Final Terms specify "2021 ISDA Definitions" as being applicable:
  • (A) "Administrator/Benchmark Event" shall be disapplied; and
  • (B) if the Temporary Non-Publication Fallback in respect of any specified Floating Rate Option is specified to be "Temporary Non-Publication Fallback – Alternative Rate" in the Floating Rate Matrix of the 2021 ISDA Definitions, the reference to "Calculation Agent Alternative Rate Determination" in the definition of "Temporary Non-Publication Fallback – Alternative Rate" shall be replaced by "Temporary Non-Publication Fallback – Previous Day's Rate".
• (iv) Unless otherwise defined, capitalised terms used in this Condition 4(f) shall have the same meaning ascribed to them in the ISDA Definitions.

(g) Maximum or Minimum Rate of Interest

The relevant Final Terms may specify a maximum rate of interest (a "Maximum Rate of Interest") and/or a minimum rate of interest (a "Minimum Rate of Interest"). If a Maximum Rate of Interest and/or a Minimum Rate of Interest is so specified in the relevant Final Terms, then the Rate of Interest in respect of an Interest Period shall in no event be greater than the Maximum Rate of Interest or be less than the Minimum Rate of Interest.

In no event shall the Rate of Interest in respect of any Interest Period be less than zero.

(h) Determination of Rate of Interest and Calculation of Interest Amount

The Calculation Agent will (i) as soon as practicable in respect of Floating Rate Notes subject to the provisions of Condition 4(d) (Screen Rate Determination for Floating Rate Notes referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA) and (ii) as soon as practicable after the Relevant Time in respect of any other Floating Rate Notes, on each Interest Determination Date, determine the Rate of Interest and calculate the amount of interest payable in respect of each denomination of the relevant Floating Rate Notes (the "Interest Amount") for the relevant Interest Period.

The Interest Amount will be calculated by applying the Rate of Interest for such Interest Period to:

• (i) in the case of Floating Rate Notes which are represented by a Global Note, the principal amount of the Notes represented by such Global Note during such Interest Period; or
• (ii) in the case of Floating Rate Notes in definitive form, the Calculation Amount during such Interest Period, as so specified in the applicable Final Terms,

and in each case multiplying the product by the relevant Day Count Fraction and rounding the resulting figure to the nearest sub-unit of the Specified Currency (half a sub-unit being rounded upwards or otherwise in accordance with applicable market convention, as determined by the Calculation Agent). For this purpose a "sub-unit" means, in the case of any currency other than euro, the lowest amount of such currency that is available as legal tender in the country of such currency and, in the case of euro, means one cent. Where the Specified Denomination of a Floating Rate Note in definitive form comprises more than one Calculation Amount, the amount of interest payable in respect of such Note shall be the aggregate of the amounts determined in the manner provided above for each Calculation Amount comprising the Specified Denomination without any further rounding.

(i) Notification of Rate of Interest and Interest Amount

The Calculation Agent will cause the Rate of Interest, the Interest Amount for each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Principal Paying Agent, for as long as such Notes are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system, to such listing authority, stock exchange and/or quotation system in accordance with the rules thereof, and, for as long as such Notes are represented by Global Notes, Euroclear and/or Clearstream, Luxembourg and/or such other clearing system or depositary as may be set out in the relevant Final Terms as soon as possible after the determination thereof but in any event no later than the fourth business day thereafter. In respect of Floating Rate Notes which are in definitive form, the Calculation Agent will give notice to the Noteholders of the Rate of Interest, the Interest Amount and the relevant Interest Payment Date in accordance with the provisions of Condition 13 (Notices). The Interest Amount and the Interest Payment Date so notified in respect of any Notes may subsequently be amended (or appropriate alternative arrangements made by way of adjustment) without prior notice in the event of an extension or shortening of the Interest Period. Any such amendment will be promptly notified, for as long as such Notes are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system, to such listing authority, stock exchange and/or quotation system in accordance with the rules thereof.

(j) Determination or Calculation by agent appointed by the Trustee

If the Calculation Agent does not at any time for any reason determine the Rate of Interest or calculate the Interest Amount, the Trustee may (at the expense of the Issuer) appoint an agent to do so and such determination or calculation shall be deemed to have been made by the Calculation Agent. In doing so, such agent appointed by the Trustee shall apply the foregoing provisions of this Condition 4, with any necessary consequential amendments, to the extent that, in its opinion, it can do so, and in all other respects it shall do so in such manner as it shall deem fair and reasonable in all the circumstances.

(k) Certificates, etc. to be Final

All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purpose of the provisions of this Condition 4 whether by the Calculation Agent, the Independent Adviser or any agent appointed by the Trustee shall (in the absence of manifest error) be final and binding on the Issuer, the Trustee (or such agent appointed by the Trustee), the Paying Agents, (where appropriate) the Registrar and the Holders of Notes and of the Coupons appertaining thereto. No Holder of Notes or of the Coupons appertaining thereto shall be entitled to proceed against the Calculation Agent, the Independent Adviser, the Trustee or any agent appointed by the Trustee, the Paying Agents, the Registrar or any of them in connection with the exercise or non-exercise by them of their powers, duties and discretions hereunder, including, without limitation, in respect of any notification, opinion, communication, determination, certificate, calculation, quotation or decision given, expressed or made for the purposes of this Condition 4.

5. Zero Coupon Notes

If any amount in respect of any Note, which is specified in the relevant Final Terms as being a Zero Coupon Note (a "Zero Coupon Note"), is improperly withheld or refused, they shall be redeemed at a redemption amount equal to the sum of:

• (a) the Reference Price as specified in the applicable Final Terms; and
• (b) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding):
  • (i) in the case of a Bearer Note, (A) the date on which such Note has been presented and payment in full of the principal amount due in respect of such Note is made or (B) (if earlier) the date upon which notice is duly given to the Holder of such

Note that sufficient funds for payment of the principal amount due in respect of it have been received by the Principal Paying Agent or the Trustee (except to the extent that there is subsequent default in payment); or

(ii) in the case of a Registered Note, the date on which payment is made in full.

Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year shall be made on the basis of such Day Count Fraction as may be specified in the Final Terms for the purposes of this Condition 5 or, if none is so specified, a Day Count Fraction of 30E/360.

6. Redemption and Purchase; Substitution or Variation

(a) Final Redemption

Unless previously redeemed or purchased and cancelled as specified below, Notes will be redeemed at the Final Redemption Amount on the Maturity Date specified in the relevant Final Terms.

(b) Redemption for Taxation Reasons

If the Issuer satisfies the Trustee immediately prior to the giving of the notice referred to below that:

• (i) on a subsequent date for the payment of interest on any Series of Notes the Issuer would be required to pay any additional amounts in accordance with the provisions of Condition 7 (Taxation); or
• (ii) if the Issuer were to seek to redeem the Notes (for which purpose no regard shall be had as to whether or not the Issuer would otherwise be entitled to redeem such Notes), the Issuer would be required to pay any additional amounts in accordance with the provisions of Condition 7 (Taxation); or
• (iii) unless the relevant Final Terms specify that this Condition 6(b)(iii) does not apply, on a subsequent date for the payment of interest on any Series of Notes, interest payments (or funding costs of the Issuer as recognised in its accounts) under or with respect to the Notes would no longer be fully deductible for UK corporation tax purposes,

then, subject to the final two paragraphs of this Condition 6(b) and, in the case of Subordinated Notes, Condition 6(j) (Supervisory Consent), the Issuer may, having given not less than 30 nor more than 45 days' notice (ending, in the case of Floating Rate Notes, on an Interest Payment Date) to the Noteholders in respect of such Series of Notes, redeem all, but not some only, of the Notes, at their principal amount or such other redemption amount as may be specified in the relevant Final Terms together with interest accrued and unpaid, if any, to the date fixed for redemption provided that no such notice of redemption shall be given earlier than 90 days (or in the case of Floating Rate Notes a number of days which is equal to the aggregate of the number of days in the then current Interest Period plus 60 days provided that such aggregate number of days shall not be greater than 90 days) prior to the earliest date on which the Issuer would be obliged to pay such additional amounts or (if applicable) is unable to make such deduction, were a payment in respect of the Notes then due or the Notes then redeemed.

The Issuer may exercise such option in respect of any Note notwithstanding the prior exercise by the Holder thereof of its option to require the redemption of such Note under Condition 6(e) (Redemption at the Option of the Noteholders) below, if the due date for redemption under this Condition 6(b) would occur prior to that under Condition 6(e) (Redemption at the Option of the Noteholders) but not otherwise and, in such circumstances, the exercise of the option under Condition 6(e) (Redemption at the Option of the Noteholders) shall be rendered ineffective.

It shall be sufficient, to establish the circumstances required to be established pursuant to this Condition 6(b), if the Issuer shall deliver to the Trustee a certificate or opinion of an independent legal adviser or accountant satisfactory to the Trustee to the effect either that such circumstances do exist or that, upon a change in or amendment to the laws (including any regulations pursuant thereto), or in the interpretation, application or administration thereof, of the United Kingdom or any political subdivision or any authority thereof or therein having power to tax, which at the date of such certificate or opinion is proposed and, in the opinion of such legal adviser or accountant is reasonably expected to become effective on or prior to the date on which the relevant payment of principal or interest in respect of the Notes would otherwise be made, becoming so effective, such circumstances would exist and, for these purposes, the Trustee shall accept such certificate or opinion without further enquiry and without liability for doing so as sufficient evidence of the existence of such circumstances and such certificate or opinion shall be conclusive and binding on the Noteholders and Couponholders.

(c) Redemption at the Option of the Issuer

If this Condition 6(c) is specified as being applicable in the relevant Final Terms, Notes shall be redeemable at the option of the Issuer, subject to, in the case of Subordinated Notes, Condition 6(j) (Supervisory Consent). In such case, the Issuer may at any time or, if so specified in the relevant Final Terms, on any call option date specified therein (which shall be an Interest Payment Date in the case of Floating Rate Notes), on giving (in accordance with Condition 13 (Notices)) not less than 30 nor more than 60 days' notice to the Noteholders (or such other period specified in the relevant Final Terms) (such notice being irrevocable) specifying the date fixed for such redemption, on the date so fixed, redeem all of such Notes (or, if so specified in the relevant Final Terms and subject as therein specified, some only of the Notes) at the Early Redemption Amount (Call), together with interest accrued and unpaid thereon, if any, to the date fixed for redemption.

Notwithstanding the foregoing, in the case of Subordinated Notes where a Make Whole Redemption Amount has been specified in the relevant Final Terms, if the Issuer determines, in its sole discretion (and without any requirement for the consent or approval of the Noteholders or the Trustee), that the Make Whole Redemption Amount applying to the relevant call option dates could reasonably be expected to prejudice the qualification of the Notes as regulatory capital for the purposes of the Applicable Rules, the Issuer shall cease to have the right to redeem the Notes on such call option date(s). The Issuer shall promptly following any such determination give notice thereof to the Trustee, the Principal Paying Agent and the Noteholders (in accordance with Condition 13 (Notices)), provided that failure to give such notice shall not affect the effectiveness of, or otherwise invalidate, any such determination or the cessation of the Issuer's right to redeem the Notes on such call option date(s).

If the Notes of a Series are to be redeemed in part only on any date in accordance with this Condition 6(c):

• (i) in the case of Bearer Notes (other than a temporary global Note or permanent global Note), the Notes to be redeemed shall be drawn by lot in such European city as the Principal Paying Agent may specify, or identified in such other manner or in such other place as the Principal Paying Agent and the Trustee may approve and deem appropriate and fair; and
• (ii) in the case of Registered Notes, the Notes shall be redeemed (so far as may be practicable) pro rata to their principal amounts, provided always that the amount redeemed in respect of each Note shall be equal to the minimum denomination thereof or an appropriate multiple thereof,

subject always to compliance with all applicable laws and the requirements of each listing authority, stock exchange and/or quotation system (if any) by which the relevant Notes may have been admitted to listing, trading and/or quotation.

In the case of the redemption of part only of a Registered Note, a new Registered Note in respect of the unredeemed balance shall be issued in accordance with Condition 12 (Replacement and Transfer) which shall apply as in the case of a transfer of Registered Notes as if such new Registered Note were in respect of the untransferred balance.

(d) Residual Call

If this Condition 6(d) is specified as being applicable in the relevant Final Terms, and if, at any time (or in the case of any Series of Subordinated Notes, at any time from the fifth anniversary of issuance of the last Tranche of such Subordinated Notes, unless otherwise permitted by the Lead Regulator applicable to the Issuer), other than as a direct result of a redemption of some, but not all, of the Notes at the Make Whole Redemption Amount at the Issuer's option pursuant to Condition 6(c) (Redemption at the Option of the Issuer), if applicable, the outstanding aggregate principal amount of the Notes is the Relevant Percentage or less of the aggregate principal amount of the Notes originally issued (and, for these purposes, any further Notes issued pursuant to Condition 15 (Further Issues) and consolidated with the Notes as part of the same Series shall be deemed to have been originally issued), the Issuer may, subject to, in the case of Subordinated Notes, Condition 6(j) (Supervisory Consent), redeem all (but not some only) of the remaining outstanding Notes on any date (or, in the case of a Floating Rate Note, on any Interest Payment Date) upon giving (in accordance with Condition 13 (Notices)) not less than 30 nor more than 60 days' notice (or such other period specified in the relevant Final Terms) to the Noteholders (which notice shall specify the date for redemption and shall be irrevocable), at the Optional Redemption Amount (Residual Call) together with (if applicable) any accrued but unpaid interest up to (but excluding) the date of redemption. Prior to the publication of any notice of redemption pursuant to this Condition 6(d), the Issuer shall deliver to the Trustee a certificate signed by two Authorised Signatories of the Issuer stating that the Issuer is entitled to effect such redemption and setting forth a statement of facts showing that the outstanding aggregate principal amount of the Notes is the Relevant Percentage or less of the aggregate principal amount of the Notes originally issued. The Trustee shall be entitled to accept such certificate as sufficient evidence of the satisfaction of the circumstances set out above and without further enquiry or liability for so doing, in which event it shall be conclusive and binding on the Noteholders.

"Relevant Percentage" means such percentage as may be specified as such in the relevant Final Terms or, if no such percentage is so specified, 20 per cent.

(e) Redemption at the Option of the Noteholders

If this Condition 6(e) is specified as being applicable in the relevant Final Terms, Notes shall be redeemable at the option of the Noteholders. In such case, upon any Noteholder giving to the Issuer notice of redemption (such notice being irrevocable) the Issuer will redeem in whole (but not in part) the Note(s) specified in such notice at the Early Redemption Amount (Put), together with interest accrued and unpaid thereon, if any, to the date fixed for redemption.

In order to give such notice, the Holder must, not less than 45 days before the date(s) for redemption as set out in the relevant Final Terms (or such other period as may be set out in the Final Terms), deposit the relevant Note (together, in the case of an interest-bearing Note in definitive form, with any unmatured Coupons appertaining thereto) with, in the case of a Bearer Note, any Paying Agent, or, in the case of a Registered Note, the Registrar or any Transfer Agent together with a duly completed redemption notice in the form which is available from the specified office of any of the Paying Agents or, as the case may be, the Registrar or any Transfer Agent. The Holder of a Note may not exercise such option in respect of any Note which is the subject of an exercise by the Issuer of its option to redeem such Note under Condition 6(b) (Redemption for Taxation Reasons), 6(c) (Redemption at the Option of the Issuer) or Condition 6(d) (Residual Call).

(f) Purchases

Subject, in the case of Subordinated Notes, to Condition 6(j) (Supervisory Consent), the Issuer or any holding or subsidiary company of the Issuer or any subsidiary of any such holding company may purchase Notes at any price in the open market or otherwise and may resell the same.

(g) Cancellation

All Notes redeemed pursuant to Condition 6(a) (Final Redemption), 6(b) (Redemption for Taxation Reasons), 6(c) (Redemption at the Option of the Issuer), 6(d) (Residual Call), 6(e) (Redemption at the Option of the Noteholders) or 6(i) (Redemption upon Capital Disqualification Event) shall, and all Notes purchased pursuant to Condition 6(f) (Purchases) may, at the option of the Issuer, be cancelled forthwith (together with, in the case of Definitive Bearer Notes, all unmatured Coupons and unexchanged Talons attached thereto or surrendered therewith) by the Paying Agent through which they are redeemed or by the Principal Paying Agent to which they are surrendered. All Notes redeemed or purchased and cancelled as aforesaid may not be re-issued or resold.

(h) Zero Coupon Notes

Where Zero Coupon Notes are redeemed by the Issuer prior to the Maturity Date specified in the relevant Final Terms, they shall be redeemed at a redemption amount equal to the sum of:

• (i) the Reference Price; and
• (ii) the product of the Accrual Yield (compounded annually) being applied to the Reference Price from (and including) the Issue Date to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Notes become due and payable.

Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year shall be made on the basis of such Day Count Fraction as may be specified in the Final Terms for the purposes of this Condition 6(h) or, if none is so specified, a Day Count Fraction of 30E/360.

(i) Redemption upon Capital Disqualification Event

This Condition 6(i) may only be specified as being applicable to Subordinated Notes.

If this Condition 6(i) is specified as being applicable in the relevant Final Terms, then, following the occurrence of a Capital Disqualification Event and subject to Condition 6(j) (Supervisory Consent), the Issuer may, within 90 days of the occurrence of the relevant Capital Disqualification Event and on giving not less than 30 nor more than 60 days' notice (ending, in the case of Floating Rate Notes, on an Interest Payment Date) to the Trustee (with a copy to the Principal Paying Agent) and to the Noteholders in accordance with Condition 13 (Notices), at its option, redeem all, but not some only, of the Subordinated Notes (such option to redeem being referred to herein as a "Capital Disqualification Event Early Redemption Option") at the Capital Disqualification Event Early Redemption Price specified in the relevant Final Terms, together with interest accrued and unpaid, if any, to the date fixed for redemption.

Prior to giving the above notice to the Trustee pursuant to this Condition 6(i), the Issuer shall deliver to the Trustee a certificate signed by two Authorised Signatories stating that a Capital Disqualification Event has occurred and is continuing, the Trustee shall accept such certificate without further inquiry as sufficient evidence of the same and it shall be conclusive and binding on the Noteholders.

(j) Supervisory Consent

The Issuer may only exercise a right to redeem or purchase Subordinated Notes pursuant to Condition 6(b) (Redemption for Taxation Reasons), 6(c) (Redemption at the Option of the Issuer), 6(d) (Residual Call), 6(f) (Purchases) or 6(i) (Redemption upon Capital Disqualification Event):

• (i) in the case of a redemption pursuant to Condition 6(i) (Redemption upon Capital Disqualification Event) where the date fixed for redemption falls before the fifth anniversary of the issue date of the most recently issued Tranche of the relevant Series, if the Issuer has first complied with the Regulatory Preconditions and obtained any Relevant Supervisory Consent; and
• (ii) in any other case, unless (x) the relevant Subordinated Notes have (or will have on the date fixed for redemption or purchase) ceased fully to qualify as part of the Issuer's regulatory capital or own funds and eligible liabilities or loss absorbing capacity instruments, as the case may be or (y) the relevant Subordinated Notes are repurchased for market-making purposes in accordance with any permission given by the Lead Regulator applicable to the Issuer pursuant to Applicable Rules within the limits prescribed in such permission, or (z) the relevant Subordinated Notes are being redeemed or repurchased pursuant to any general prior permission granted by the Lead Regulator applicable to the Issuer pursuant to Applicable Rules within the limits prescribed in such permission, if the Issuer has first:
  • (A) obtained any Relevant Supervisory Consent; and
  • (B) in the case of a redemption of Subordinated Notes pursuant to Condition 6(b) (Redemption for Taxation Reasons) or a purchase of Subordinated Notes pursuant to Condition 6(f) (Purchases), where the date fixed for redemption or repurchase falls before the fifth anniversary of the issue date of the most recently issued Tranche of the relevant Series, complied with the Regulatory Preconditions.

For these purposes, as between the Issuer and the Noteholders, the Issuer shall be deemed to have complied with items (i) or (ii) above (as and where applicable) if it has obtained a Relevant Supervisory Consent, and a certificate signed by two Authorised Signatories stating that it has obtained a Relevant Supervisory Consent delivered to the Trustee (who shall accept such certificate without further inquiry as sufficient evidence of the same) shall be conclusive as to the Issuer having obtained such consent and shall be binding on the Noteholders.

(k) Substitution or Variation

If this Condition 6(k) is specified as being applicable in the relevant Final Terms, then following the occurrence of a Capital Disqualification Event in relation to any Subordinated Notes (the "Existing Notes"), the Issuer may, subject to the other provisions of this Condition 6(k) (without any requirement for the consent or approval of the Noteholders or the Trustee (but subject to the notice requirements below)), either substitute all (but not some only) of such Existing Notes for, or vary the terms of such Existing Notes so that they remain or, as appropriate, become, Compliant Securities. Upon the expiry of the notice required by this Condition 6(k), the Issuer shall either substitute or vary the terms of the Existing Notes in accordance with this Condition 6(k) and, subject as set out below, the Trustee shall agree to such substitution or variation.

In connection with any substitution or variation in accordance with this Condition 6(k), the Issuer shall comply with the rules of any listing authority, stock exchange and/or quotation system on which the Existing Notes are for the time being admitted to listing, trading and/or quotation.

Any substitution or variation in accordance with this Condition 6(k) is subject to the Issuer (i) obtaining any Relevant Supervisory Consent and (ii) giving not less than 30 nor more than 60 days' notice to the Trustee (with a copy to the Principal Paying Agent) and to the Noteholders in accordance with Condition 13 (Notices), which notice shall be irrevocable.

Any substitution or variation in accordance with this Condition 6(k) shall not otherwise give the Issuer an option to redeem the relevant Existing Notes under the Conditions.

Prior to the publication of any notice of substitution or variation pursuant to this Condition 6(k), the Issuer shall deliver to the Trustee a certificate signed by two Authorised Signatories stating that the Capital Disqualification Event giving rise to the right to substitute or vary has occurred and is continuing and the Trustee shall accept such certificate without any further inquiry as sufficient evidence of the same and it shall be conclusive and binding on the Noteholders.

The Trustee shall concur in the substitution of the Existing Notes for Compliant Securities, or the variation of the terms of the Existing Notes so that they remain or become Compliant Securities, as the case may be, provided that the Trustee shall not be obliged to concur in any such substitution or variation if the terms of the proposed Compliant Securities or the concurring in such substitution or variation would impose, in the Trustee's opinion, more onerous obligations upon it or require the Trustee to incur any liability for which it is not indemnified and/or secured and/or pre-funded to its satisfaction.

7. Taxation

All payments by the Issuer of principal and interest in respect of the Notes will be made without withholding or deduction for or on account of any taxes, duties, assessments or governmental charges of whatever nature, present or future, as are imposed or levied by or on behalf of the United Kingdom (or any authority or political subdivision therein or thereof having power to tax) unless the Issuer is required by law to withhold or deduct any such taxes, duties, assessments or governmental charges.

In that event, the Issuer will pay such additional amounts in respect of payments of principal and interest (in the case of Notes which are not Subordinated Notes) or in respect of interest but not principal (in the case of Subordinated Notes) as may be necessary in order that the net amounts received by the Noteholders or Couponholders, as the case may be, after such withholding or deduction shall equal the respective amounts which would have been received by them in respect of the relevant payments of principal and interest (in the case of Notes which are not Subordinated Notes) or of interest only (in the case of Subordinated Notes) in the absence of such withholding or deduction; except that no such additional amounts shall be payable with respect to any Note or Coupon:

• (a) to, or to a third party on behalf of, a Holder of a Note or Coupon who is liable to such taxes, duties, assessments or governmental charges in respect of such Note or Coupon by reason of his having some connection with the United Kingdom other than the mere holding of such Note or Coupon; or
• (b) unless it is proved, in the case of Bearer Notes, to the satisfaction of the Principal Paying Agent or the Paying Agent to whom the same is presented, or, in the case of Registered Notes, to the satisfaction of the Registrar, that the Holder is unable to avoid such withholding or deduction by satisfying any statutory requirement or by making a declaration of non-residence or other similar claim for exemption to a Paying Agent or the relevant tax authorities (as applicable) or by notifying (and/or presenting evidence of such notification to) any tax authorities of such payment of principal or interest or by presenting the relevant Note or Coupon at the specified office of another Paying Agent (whether within or outside Europe); or
• (c) more than 30 days after the Relevant Date (defined below) except, in the case of Bearer Notes, to the extent that the Holder thereof would have been entitled to such additional amounts on presenting the same for payment on the last day of such period of 30 days; or
• (d) in the case of Registered Notes, unless the Holder, immediately upon becoming the Holder, (i) is eligible for the benefits of a tax treaty with the United Kingdom that provides for a complete exemption from withholding taxes on payments under the Notes, or (ii) is otherwise entitled to a complete exemption from withholding taxes on payments under the Notes; or
• (e) to, or to a third party on behalf of, a Holder who is not the sole beneficial owner of the Note or any Coupon, or a portion of either, or that is a fiduciary or partnership, but only to the extent that a beneficiary or settlor with respect to the fiduciary, a beneficial owner or member of the partnership would not have been entitled to the payment of an additional amount had the beneficiary, settlor, beneficial owner or member received directly its beneficial or distributive share of the payment.

As used herein, the "Relevant Date" means the date on which such payment first becomes due but, in the case of Bearer Notes, if the full amount of the money payable has not been received by the Principal Paying Agent or the Trustee on or prior to such due date, it means the date on which, the full amount of such money having been so received, notice to that effect shall have been duly given to the relevant Noteholders in accordance with Condition 13 (Notices).

Any reference in these Conditions to principal or interest or both in respect of the relevant Notes shall be deemed to include, as applicable:

• (i) any additional amounts which may be payable under this Condition 7 or pursuant to any undertakings given in addition thereto or in substitution therefor pursuant to the Trust Deed;
• (ii) the principal amount payable on the relevant Notes on the Maturity Date specified in the relevant Final Terms;
• (iii) the principal amount payable on redemption of the relevant Notes prior to such Maturity Date; and
• (iv) any premium and any other amounts which may be payable under or in respect of the relevant Notes.

Notwithstanding any other provision in these Conditions, the Issuer shall be permitted to withhold or deduct any amounts required by the rules of U.S. Internal Revenue Code of 1986 Sections 1471 through 1474 (or any amended or successor provisions), pursuant to any inter-governmental agreement, or implementing legislation adopted by another jurisdiction in connection with these provisions, or pursuant to any agreement with the U.S. Internal Revenue Service ("FATCA withholding"). The Issuer will have no obligation to pay additional amounts or otherwise indemnify a holder for any FATCA withholding deducted or withheld by the Issuer, a Paying Agent or any other party as a result of any person (other than an agent of the Issuer) not being entitled to receive payments free of FATCA withholding.

8. Payments

(a) Bearer Notes

Payments of principal and interest (if any) in respect of Bearer Notes will (subject as provided below) be made against presentation and surrender of the relevant Note or, in the case of payments of interest, surrender of the relevant Coupon at the specified office of any Paying Agent outside the United States (subject to the next paragraph).

Payments of amounts due in respect of interest on Bearer Notes and exchanges of Talons for Coupon sheets will not be made at the specified office of any Paying Agent in the United States (as defined in the U.S. Internal Revenue Code of 1986 and Regulations thereunder) unless (a) payment in full of amounts due in respect of interest on such Notes when due or, as the case may be, the exchange of Talons at all the specified offices of the Paying Agents outside the United States is illegal or effectively precluded by exchange controls or other similar restrictions and (b) such payment or exchange is permitted by applicable United States law, in which case the Issuer shall forthwith appoint a further Paying Agent with a specified office in New York City.

If the due date for payment of any amount due in respect of any Bearer Note is not both a Relevant Financial Centre Day and (unless the Notes are in global form) a Local Banking Day (each as defined below), then the Holder thereof will not be entitled to payment thereof until the next day which is such a day and no further payment on account of interest or otherwise shall be due in respect of such postponed payment unless there is a subsequent failure to pay in accordance with these Conditions in which event interest shall continue to accrue as provided in Condition 3 (Interest on Fixed Rate Notes and Resettable Notes) or Condition 4 (Interest on Floating Rate Notes), as appropriate.

Upon the due date for redemption of any Definitive Bearer Note other than a Fixed Rate Note all unmatured Coupons and Talons (if any) relating to such Definitive Bearer Note (whether or not attached) shall become void and no payment shall be made in respect of them. Definitive Bearer Notes which are Fixed Rate Notes should be presented for payment with all unmatured Coupons appertaining thereto, failing which the face value of any missing unmatured Coupon (or, in the case of payment not being made in full, that portion of the amount of such missing unmatured Coupon which the sum of principal so paid bears to the total amount of principal due) will be deducted from the sum due for payment. Any amount of principal so deducted will be paid in the manner mentioned above against surrender of the relevant missing Coupon within a period of 10 years from the Relevant Date (as defined in Condition 7 (Taxation)) for the payment of such principal, whether or not such Coupon has become void pursuant to Condition 10 (Prescription) or, if later, five years from the date on which such Coupon would have become due.

Notwithstanding the above, if any Definitive Bearer Notes should be issued with a Maturity Date and an interest rate or rates such that, on the presentation for payment of any such Definitive Bearer Note without any unmatured Coupons attached thereto or surrendered therewith, the amount required to be deducted would be greater than the amount otherwise due for payment, then, upon the due date for redemption, such unmatured Coupons (whether or not attached) shall become void (and no payment shall be made in respect thereof) as shall be required so that the amount required to be deducted would not be greater than the amount otherwise due for payment. Where the application of the foregoing sentence requires some but not all of the unmatured Coupons relating to a Definitive Bearer Note to become void, the relevant Paying Agent shall determine which unmatured Coupons are to become void, and shall select for such purpose Coupons maturing on later dates in preference to Coupons maturing on earlier dates. Upon any Definitive Bearer Notes becoming due and repayable prior to their Maturity Date, all unmatured Talons (if any) appertaining thereto will become void and no further Coupons will be issued in respect thereof.

In relation to Definitive Bearer Notes initially delivered with Talons attached thereto, on or after the due date for the payment of interest on which the final Coupon comprised in any Coupon sheet matures, the Talon comprised in the Coupon sheet may be surrendered at the specified office of any Paying Agent outside the United States (save as provided above) in exchange for a further Coupon sheet (including any appropriate further Talon), subject to the provisions of Condition 10 (Prescription). Each Talon shall, for the purpose of these Conditions, be deemed to mature on the due date for the payment of interest on which the final Coupon comprised in the relative Coupon sheet matures.

If (otherwise than by reason of the application of the above) the due date for redemption of any Definitive Bearer Note is not the due date for the payment of a Coupon appertaining thereto, interest accrued in respect of such Note from (and including) the last preceding due date for the payment of a Coupon (or from the Issue Date or the Interest Commencement Date, as the case may be) will be paid only against surrender of such Bearer Note and all unmatured Coupons appertaining thereto.

(b) Registered Notes

Payment of the Final Redemption Amount in respect of Registered Notes will be made against presentation and, save in the case of partial payment of the Final Redemption Amount, surrender of the relevant Registered Notes at the specified office of the Registrar or any Transfer Agent.

Payment of amounts (whether principal, interest or otherwise) due (other than the Final Redemption Amount) in respect of Registered Notes will be paid to the Holder thereof (or, in the case of joint Holders, the first-named) as appearing in the Register kept by the Registrar at the close of business (local time in the place of the specified office of the Registrar) on the 15th day prior to the due date for such payment (the "Record Date").

If the due date for payments of amounts in respect of any Registered Note is not both a Relevant Financial Centre Day and (if such Note is not in global form and in relation to payments of redemption amount only) a Local Banking Day, then the Holder thereof will not be entitled to payment thereof until the next day which is such a day and no further payment on account of interest or otherwise shall be due in respect of such postponed payment unless there is a subsequent failure to pay in accordance with these Conditions in which event interest shall continue to accrue as provided in Condition 3 (Interest on Fixed Rate Notes and Resettable Notes) or Condition 4 (Interest on Floating Rate Notes), as appropriate.

(c) Renminbi-denominated Notes − Payment of U.S. Dollar Equivalent

This Condition 8(c) only applies to Notes in relation to which the Specified Currency of denomination and payment is Renminbi.

Notwithstanding the foregoing, if by reason of Inconvertibility, Non-transferability or Illiquidity, the Issuer is not able to satisfy payments of principal or interest in respect of the Notes when due in Renminbi in Hong Kong, the Issuer may, on giving not less than five or more than 30 calendar days' irrevocable notice to the Principal Paying Agent and Holders in accordance with Condition 13 (Notices) prior to the due date for payment, settle any such payment in U.S. Dollars on the due date (or if such date is not a Relevant Business Day, on the next succeeding Relevant Business Day) at the U.S. Dollar Equivalent of any such Renminbi-denominated amount.

All notifications, opinions, determinations, certificates, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of this Condition 8(c) by the Calculation Agent, will (in the absence of manifest error) be binding on the Issuer, the Trustee, the Paying Agents and all Holders.

(d) General Provisions

The following provisions apply to both Bearer Notes and Registered Notes. Payments of amounts due (whether principal, interest or otherwise) in respect of Notes will be made in the currency in which such amount is due by transfer to an account denominated in the relevant currency (or, if that currency is euro, any other account to which euro may be credited or transferred) specified and maintained by the payee with a bank in the principal financial centre of that currency (or, if that currency is euro, the relevant principal financial centre of any Member State of the European Union), except where payments of amounts due (whether principal, interest or otherwise) in respect of Notes are in Renminbi, in which case such payments will be made by credit or transfer to an account denominated in Renminbi and maintained by the payee with a bank in Hong Kong in accordance with applicable laws, rules and regulations and guidelines issued from time to time (including all applicable laws and regulations with respect to settlement in Renminbi in Hong Kong). Payments of principal, interest and other amounts (if any) in respect of Notes are subject in all cases to any fiscal or other laws and regulations applicable in the place of payment but without prejudice to the provisions of Condition 7 (Taxation).

Without prejudice to the generality of the foregoing, the Issuer reserves the right to require any person receiving payment of principal, interest and/or other sums or, as the case may be, payment of interest with respect to any Note or Coupon to provide a Paying Agent with such certification or information as may be required to enable the Issuer to comply with the requirements of U.S. federal income tax laws or such other laws as the Issuer may be required to comply with.

9. Enforcement

• (a) In the case of any Series of Notes other than Subordinated Notes, if default is made for a period of 14 days or more in the repayment of any principal or interest due on the Notes of such Series or any of them, then the Trustee may at its discretion, and if so requested by the Holders of at least one-fifth in principal amount of such Notes then outstanding or if so directed by an Extraordinary Resolution (as defined in the Trust Deed) of the Holders of such Notes (subject in each case to being indemnified and/or secured and/or pre-funded to its satisfaction) shall, give written notice to the Issuer that the Notes of such Series are immediately due and repayable, whereupon the principal amount of such Notes or such other amount as set out in the relevant Final Terms shall become immediately due and repayable together with interest accrued to (but excluding) the date of actual repayment, provided that it shall not be such a default to withhold or refuse any such payment:
  • (i) in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case, applicable to such payment; or
  • (ii) in cases of doubt as to the validity or applicability of any such law, regulation or order, in accordance with advice given at any time during the said period of 14 days by independent legal advisers acceptable to the Trustee as to such validity or applicability.
• (b) In the case of any Series of Subordinated Notes:
  • (i) if default is made for a period of 14 days or more in the repayment of any principal or interest due on the Notes of such Series or any of them, then the Trustee may, in order to enforce payment, at its discretion and without further notice, in the case of a Series of Subordinated Notes, institute proceedings for the winding up of the Issuer in England, provided that it shall not be such a default to withhold or refuse any such payment:
    • (1) in order to comply with any fiscal or other law or regulation or with the order of any court of competent jurisdiction, in each case applicable to such payment; or
    • (2) in cases of doubt as to the validity or applicability of any such law, regulation or order, in accordance with advice given at any time during the said period of 14 days, as the case may be, by independent legal advisers acceptable to the Trustee as to such validity or applicability; and
  • (ii) the Trustee may at its discretion and without further notice institute such proceedings against the Issuer as it may think fit and may, subject as hereinafter provided, institute proceedings for the winding up of the Issuer in England and/or prove in any winding-up or administration of the Issuer in England, to enforce any obligation, condition or provision binding on the Issuer under the Trust Deed in relation to such Series of Subordinated Notes or under such Notes or the Coupons appertaining thereto (other than any obligation for the payment of any principal, interest or expenses in respect of such Notes or Coupons or any other payment obligation in respect thereof) provided that the Issuer shall not by virtue of the institution of any such proceedings other than proceedings for the winding up of the Issuer be obliged to pay any sum or sums (whether in respect of principal or interest or other sums in respect of the relevant Notes or the Coupons appertaining thereto or by way of damages in respect of any breach of any such obligation, condition or provision or otherwise howsoever). The Trustee may only

institute proceedings for the winding up of the Issuer to enforce the obligations above referred to in this paragraph and/or prove in any winding-up or administration of the Issuer in England if a default by the Issuer thereunder is not remedied to the satisfaction of the Trustee within 60 days (or such longer period as the Trustee may permit) after notice of such default has been given to the Issuer by the Trustee requiring such default to be remedied.

NB: The restriction on the payment of damages would have the effect of limiting the remedies available to the Trustee in the event of a breach of certain covenants by the Issuer.

• (c) In the case of any Series of Notes, in the event of an order being made or an effective resolution being passed for the winding up of the Issuer in England (otherwise than in connection with a scheme of reconstruction or amalgamation the terms of which shall previously have been approved in writing by the Trustee or by an Extraordinary Resolution (as defined below) of the Holders of the relevant Series of Notes) the Trustee may declare the Notes of the relevant Series to be due and redeemable immediately (and such Notes shall thereby become so due and redeemable) at their principal amount together with accrued interest as provided in the Trust Deed or at such other amount, specified as the "Early redemption amount upon enforcement" in the relevant Final Terms.
• (d) The Trustee shall not in any event be bound to take any of the actions referred to in Condition 9(b)(i) or 9(b)(ii) or Condition 9(c) (in respect of any Series of Notes) unless (i) it shall have been so requested in writing by the Holders of at least one-fifth of the principal amount of the Notes of the relevant Series then outstanding or it shall have been so directed by an Extraordinary Resolution (as defined below) of the Holders of the Notes of the relevant Series and (ii) it shall have been indemnified and/or secured and/or pre-funded to its satisfaction.
• (e) No remedy against the Issuer (including any right of set-off) other than as specifically provided by this Condition 9 or the Trust Deed shall be available to the Trustee, the Noteholders or Couponholders in respect of any Series of Notes whether for the recovery of amounts owing in respect of such Notes or the Coupons appertaining thereto or under the Trust Deed or in respect of any breach by the Issuer of any obligation, condition or provision under the Trust Deed or such Notes or Coupons or otherwise, and no Noteholder or Couponholder shall be entitled to proceed directly against the Issuer or to proceed in any winding up of the Issuer in England unless the Trustee, having become bound to proceed, fails to do so within a reasonable period and such failure shall be continuing (in which case) any such Holder may itself institute proceedings against the Issuer for the relevant remedy and/or prove in any winding up of the Issuer in England in respect of his Notes or, as the case may be, Coupons to the same extent (but not further or otherwise) that the Trustee would have been entitled to do so.

10. Prescription

Notes and Coupons will become void unless presented for payment within a period of 10 years and five years, respectively, from the Relevant Date (as defined in Condition 7 (Taxation)) in respect thereof. Any monies paid by the Issuer to the Principal Paying Agent or the Trustee for the payment of the principal or interest in respect of any Notes or Coupons and remaining unclaimed when such Notes or Coupons become void will then revert to the Issuer and all liability of the Principal Paying Agent or the Trustee with respect thereto will thereupon cease.

There shall not be included in any Coupon sheet issued in exchange for a Talon any Coupon the claim for payment in respect of which would be void pursuant to this Condition 10 or Condition 8 (Payments).

11. Paying Agents, Transfer Agents, Calculation Agent and Registrar; Rounding

(a) The Agency Agreement contains provisions indemnifying the Principal Paying Agent, the Paying Agents and Transfer Agents (if any), the Calculation Agent and the Registrar and absolving them from responsibility in connection with certain matters. The Agency Agreement may be amended by the parties thereto in relation to any Series of Notes if, in the opinion of the Issuer and the Trustee, the amendment will not materially adversely affect the interests of the relevant Holders.

(b) The Issuer reserves the right, at any time, to vary or terminate the appointment of the Principal Paying Agent, any Paying Agent or Transfer Agent, the Calculation Agent or the Registrar and to appoint additional or other Paying Agents and/or Transfer Agents or a substitute Calculation Agent or a substitute Registrar, provided that it will, so long as any Notes are outstanding, maintain (i) a Calculation Agent, (ii) a Paying Agent having a specified office in a city approved by the Trustee (such approval not to be unreasonably withheld or delayed) in Europe which, so long as any Notes are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system, shall be the place required by such listing authority, stock exchange and/or quotation system and (iii) in the case of any Registered Notes, a Registrar with a specified office in England or such city as may be specified in the relevant Final Terms. Notice of all changes in the identities or specified offices of any Paying Agent, Calculation Agent or Registrar will be given by the Issuer to Noteholders in accordance with Condition 13 (Notices).

(c) Rounding

For the purposes of any calculations referred to in these Conditions (unless otherwise specified in these Conditions or the relevant Final Terms), all percentages resulting from such calculations will be rounded, if necessary, to five decimal places (with 0.000005 per cent. being rounded up to 0.00001 per cent.).

12. Replacement and Transfer

Should any Note or Coupon be lost, stolen, mutilated, defaced or destroyed it may be replaced at the specified office (in the case of a Bearer Note or Coupon) of the Principal Paying Agent or such other Paying Agent or office as the Trustee may approve or (in the case of Registered Notes) of the Registrar upon payment by the claimant of the expenses incurred in connection therewith and on such terms as to evidence and indemnity as the Issuer may reasonably require. Mutilated or defaced Notes or Coupons must be surrendered before replacements will be issued.

Upon the terms and subject to the conditions set out in the Agency Agreement, a Registered Note may be transferred in whole or in part only (provided thatsuch part is, or is an appropriate multiple of, the minimum denomination set out in the Final Terms) by the Holder or Holders surrendering the Registered Note for registration of transfer at the office of the Registrar, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Issuer and the Registrar, duly executed by the Holder or Holders thereof or his or their attorney duly authorised in writing. A new Registered Note will be issued to the transferee and, in the case of a transfer of part only of a Registered Note, a new Registered Note in respect of the balance not transferred will be issued to the transferor.

Each new Registered Note to be issued upon the transfer of a Registered Note will, within three Relevant Banking Days of the Transfer Date be available for delivery at the specified office of the Registrar or, at the option of the Holder requesting such transfer be mailed (by uninsured post at the risk of the Holder(s) entitled thereto) to such address(es) as may be specified by such Holder.

As used herein:

• (i) "Relevant Banking Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the place where the specified office of the Registrar is located; and
• (ii) the "Transfer Date" shall be the Relevant Banking Day following the day on which the relevant Registered Note shall have been surrendered for transfer in accordance with the foregoing provisions.

The costs and expenses of effecting registration of transfer pursuant to the foregoing provisions, except for the expenses of delivery by other than regular mail or insurance charges that may be imposed in relation thereto, shall be borne by the Issuer.

The Registrar shall not be required to register the transfer of Registered Notes for a period of 15 days preceding the due date for any payment of principal of or interest in respect of such Notes.

13. Notices

(a) All notices to the Holders of Bearer Notes or the Coupons appertaining thereto will be valid if published in one leading daily newspaper with general circulation in London (which is expected to be the Financial Times) and, if such publication is not practicable, if published in a leading English language daily newspaper having general circulation in Europe and, if the Notes are admitted to listing, trading and/or quotation by any listing authority, stock exchange and/or quotation system by publication in a manner such that the rules of such listing authority, stock exchange and/or quotation system by which the Notes have then been admitted to listing, trading and/or quotation have been complied with. Any such notice shall be deemed to have been given on the date of such publication or, if published more than once, on the date of the first such publication (or, if required to be published in more than one newspaper, on the first date on which publication shall have been made in all the required newspapers).

Holders of any Coupons appertaining to Bearer Notes will be deemed for all purposes to have notice of the contents of any notice given to the Holders of such Bearer Notes in accordance herewith.

Any notices to Holders of Registered Notes will be deemed to have been validly given if mailed to their registered addresses (as advised by the Registrar) or to that of the first named of them in the case of joint Holders. Any such notice shall be deemed to be given on the second day after the date of mailing.

Notwithstanding the foregoing, while the Notes of any Series are represented by a Note or Notes in global form ("Global Notes") and such Global Notes are deposited with, or with a depositary for or on behalf of, Euroclear and/or Clearstream, Luxembourg and/or any other clearing system or depositary, each person who has for the time being a particular principal amount of the Notes credited to his securities account in the records of Euroclear or Clearstream, Luxembourg or such other clearing system or depositary shall be treated as the Holder in respect of that principal amount of the Notes for all purposes other than for the purposes of payment of principal and interest on such Notes, and, in such case, notices to the Holders may be given by delivery of the relevant notice to the relevant clearing system or depositary and such notices shall be deemed to have been given to the Holders holding through the relevant clearing system or depositary on the date of delivery to the relevant clearing system or depositary.

Notwithstanding the foregoing, in respect of all forms of Notes described in this Condition 13(a), so long as they are listed on any stock exchange, notices will also be published as required by the rules and regulations of such stock exchange.

• (b) Notices given by any Noteholder shall be in writing and given by lodging the same, together with the relative Note or Notes, with the Principal Paying Agent or other Paying Agent (if any) at its specified office.
• (c) For so long as any Registered Notes remain outstanding and are "restricted securities" within the meaning of Rule 144(a)(3) under the Securities Act, the Issuer has agreed under the Trust Deed that it shall, during any period in which it is neither subject to Section 13 or 15(d) under the United States Securities Exchange Act of 1934 (the "Exchange Act") nor exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act, furnish to any Holder of, or beneficial owner of an interest in, such Registered Notes, or to any prospective purchaser thereof, upon request of such Holder, such information as is required to be provided pursuant to Rule 144A(d)(4) under the Securities Act in order to permit compliance with Rule 144A in connection with the resale of such restricted securities.

14. Modification of Terms, Waiver and Substitution

(a) The Trust Deed contains provisions for convening meetings of the Holders of the Notes of any Series to consider any matter affecting their interests, including, subject to the agreement of the Issuer, the modification by Extraordinary Resolution (as defined below) of the terms and conditions of such Notes or the provisions of the Trust Deed with respect to such Notes. The quorum for any meeting convened to consider an Extraordinary Resolution (as defined below) will be one or more persons holding or representing a clear majority in principal amount of the Notes for the time being outstanding, or at any adjourned meeting one or more persons being or representing Holders of Notes whatever the principal amount of the Notes so held or represented; provided, however, that the modification of certain terms concerning, among other things, the amount and currency and the postponement of the due date of payment of the Notes and the Coupons appertaining thereto or interest or other amount payable in respect thereof, may only be sanctioned by an Extraordinary Resolution (as defined below) passed at a meeting the quorum at which is one or more persons holding or representing two thirds, or at any adjourned such meeting not less than one third, in principal amount of the Notes of such Series for the time being outstanding.

The Trust Deed provides that (i) a resolution passed at a meeting duly convened and held in accordance with the Trust Deed by a majority consisting of not less than three-quarters of the votes cast on such resolution, (ii) a resolution in writing signed by or on behalf of the holders of not less than three-quarters in principal amount of the Notes for the time being outstanding or (iii) consent given by way of electronic consents through the relevant clearing system(s) (in a form satisfactory to the Trustee) by or on behalf of the holders of not less than three-quarters in principal amount of the Notes for the time being outstanding, shall, in each case, be effective as an extraordinary resolution ("Extraordinary Resolution") of the Holders of Notes. An Extraordinary Resolution passed at any meeting of the Holders of the Notes of any Series will be binding on all Holders of Notes of that Series, whether or not they are present at the meeting, and on the Holders of Coupons appertaining to the Notes of that Series.

The Trust Deed contains provisions for convening a single meeting of holders of Notes of more than one Series in certain circumstances where the Trustee so decides.

(b) Subject to certain exceptions, the Trustee may agree, without the consent of the Holders of Notes of any Series or the Holders of the Coupons appertaining thereto (if any) to any modification to these Conditions or the provisions of the Trust Deed, the Agency Agreement or the Notes or Coupons if, in the opinion of the Trustee, such modification (i) is of a formal, minor or technical nature, (ii) is made to correct a manifest error or (iii) is not materially prejudicial to the interests of the Holders of Notes of that Series. The Trustee may also, without the consent of the Holders of Notes of any Series or the Holders of the Coupons appertaining thereto (if any), waive or authorise any breach or prospective breach by the Issuer of any of the provisions of the Trust Deed or the Notes or Coupons or determine that any Default (as defined in the Trust Deed) or any event which with the lapse of time and/or the giving of notice would be a Default shall not be treated as such, provided that in the opinion of the Trustee the interests of Holders of Notes of the relevant Series will not be materially prejudiced thereby. In addition, the Trustee shall be obliged to agree to such modifications to the Trust Deed, the Agency Agreement and these Conditions as may be required in order to give effect to (i) Condition 4(e) (Benchmark Replacement) in connection with effecting any Alternative Reference Rate, Successor Rate or related changes, (ii) Condition 4(d)(vi) in connection with effecting any changes in connection with the replacement of SOFR, (iii) Conditions 4(d)(v) or 4(d)(vii) in connection with effecting any changes in connection with the replacement of the Applicable Benchmark, (iv) Condition 4(c)(iv)(B) in connection with effecting any changes in connection with the replacement of the Applicable Benchmark Rate, (v) Condition 3(c)(vi) in connection with effecting any changes in connection with the implementation of the Alternative Mid-Swap Rate, or (vi) any substitution, or variation of the terms, of any Notes pursuant to Condition 6(k) (Substitution or Variation), in each case without requirement for the consent or sanction of the Noteholders or Couponholders (provided, however, that the Trustee shall not be obliged to agree to any amendments which in the sole opinion of the Trustee would have the effect of (i) exposing the Trustee to any liabilities against which it has not been indemnified and/or secured and/or prefunded to its satisfaction or (ii) increasing the obligations or duties, or decreasing the rights or protection, of the Trustee in the documents to which it is a party and/or these Conditions). Any such modification, waiver, authorisation or determination shall be binding on the Holders of Notes of that Series and the Holders of the Coupons appertaining thereto and, unless the Trustee agrees otherwise, shall be notified to the Holders of Notes of that Series as soon as practicable thereafter.

(c) Subject to (i) in the case of Subordinated Notes only, Condition 14(d) below and (ii) such amendment of the Trust Deed and such other conditions as the Trustee may require, but without the consent of the Holders of Notes of any Series or the Holders of the Coupons appertaining thereto (if any), the Trustee may also agree, subject to such Notes and the Coupons appertaining thereto being irrevocably guaranteed by the Issuer (on a subordinated basis in the case of Subordinated Notes), to the substitution of a subsidiary or holding company of the Issuer or any subsidiary of any such holding company in place of the Issuer as principal debtor under such Notes and the Coupons appertaining thereto (if any) and the Trust Deed insofar as it relates to such Notes.

In the case of a substitution under this Condition 14, the Trustee may agree, without the consent of the Holders of the Notes of any Series or of the Coupons appertaining thereto, to a change of the law governing the Notes of any Series or the Coupons appertaining thereto and/or the Trust Deed insofar as it relates to such Series of Notes, as further described in Condition 16 (Law and Jurisdiction).

• (d) The Issuer may only be substituted as principal debtor under a Series of Subordinated Notes in accordance with Condition 14(c) above and the Trust Deed, if the Issuer has obtained any Relevant Supervisory Consent. Wherever a substitution of the Issuer in respect of a Series of Subordinated Notes is proposed in accordance with Condition 14(c) above, the Issuer shall provide to the Trustee a certificate signed by two Authorised Signatories, certifying either that (i) it has obtained a Relevant Supervisory Consent; or (ii) that the Issuer is not required to obtain a Relevant Supervisory Consent. The Trustee shall accept such certificate without further enquiry as sufficient evidence of the same.
• (e) In connection with the exercise of its powers, trusts, authorities or discretions (including, but not limited to, those in relation to any proposed modification, waiver, authorisation or substitution as aforesaid) the Trustee shall have regard to the interests of the Holders of the Notes of the relevant Series as a class and in particular, but without limitation, shall not have regard to the consequences of such exercise for individual Noteholders or Couponholders resulting from the individual Noteholders or Couponholders being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory and the Trustee shall not be entitled to require, nor shall any Noteholder or Couponholder be entitled to claim, from the Issuer any indemnification or payment in respect of any tax consequence of any such exercise upon individual Noteholders or Couponholders.

15. Further Issues

The Issuer may from time to time, without the consent of the Noteholders or the Couponholders, to the extent permitted by applicable laws and regulations, create and issue further notes having the same terms and conditions as the Notes in all respects (or in all respects except for the first payment of interest) so as to form a single series with the Notes. The Issuer may from time to time, with the consent of the Trustee, create and issue other series of Notes having the benefit of the Trust Deed.

16. Law and Jurisdiction

(a) Governing law

The Trust Deed, the Notes and the Coupons (if any) and any non-contractual obligations arising from or connected with the Trust Deed, the Notes and the Coupons (if any) are governed by, and shall be construed in accordance with, English law.

(b) English courts

The courts of England have exclusive jurisdiction to settle any dispute, arising from or connected with the Notes (including any non-contractual obligations arising out of or in connection with the Notes).

(c) Change of law

In the case of a substitution under Condition 14 (Modification of Terms, Waiver and Substitution), the Trustee may agree, without the consent of the Holders of the Notes of any Series or of the Coupons appertaining thereto, to a change of the law governing the Notes of any Series or the Coupons appertaining thereto and/or the Trust Deed insofar as it relates to such Series of Notes; provided that such change would not in the opinion of the Trustee be materially prejudicial to the interests of the Holders of the Notes of such Series, but the Trustee shall, in giving such agreement, have regard to the interests of the Holders of the Notes of such Series as a class and, in particular, but without limitation, shall not have regard to the consequences of such change for individual Noteholders or Couponholders resulting from their being for any purpose domiciled or resident in, or otherwise connected with, or subject to the jurisdiction of, any particular territory, and the Trustee shall not be entitled to require, nor shall any Holders of the Notes of any Series (or of the Coupons appertaining thereto) be entitled to claim, from the Issuer any indemnification or payment in respect of any tax consequences of any such substitution upon individual Holders of the Notes of any Series or of the Coupons appertaining thereto.

17. Third Party Rights

No person shall have any right to enforce any term or condition of the Notes or the Trust Deed under the Contracts (Rights of Third Parties) Act 1999.

18. Definitions

"2006 ISDA Definitions" means, in relation to a Series of Notes, the 2006 ISDA Definitions (as supplemented, amended and updated as at the date of issue of the first Tranche of the Notes of the relevant Series (as specified in the relevant Final Terms)) as published by ISDA (copies of which may be obtained from ISDA at www.isda.org);

"2021 ISDA Definitions" means, in relation to a Series of Notes, the latest version of the 2021 ISDA Interest Rate Derivatives Definitions (including each Matrix (and any successor Matrix thereto), as defined in such 2021 ISDA Interest Rate Derivatives Definitions) as at the date of issue of the first Tranche of the Notes of the relevant Series, as published by ISDA on its website (www.isda.org);

"Accrual Yield" means the percentage rate per annum specified as such in the relevant Final Terms;

"Applicable Rules" means, at any time, the laws, regulations, requirements, guidelines and policies relating to capital adequacy (including, without limitation, as to leverage) then in effect in the United Kingdom including, without limitation to the generality of the foregoing, the UK CRR, the Banking Act and any regulations, requirements, guidelines and policies relating to capital adequacy adopted by the Lead Regulator applicable to the Issuer from time to time (whether or not such requirements, guidelines or policies are applied generally or specifically to the Issuer or to the Issuer and any holding or subsidiary company of the Issuer or any subsidiary of any such holding company), in each case as amended, supplemented or replaced from time to time;

"AUD" means the lawful currency of Australia;

"Authorised Signatory" means any person who is represented by the Issuer as being for the time being authorised to sign (whether alone or with another person or other persons) on behalf of the Issuer and so as to bind it;

"Banking Act" means the Banking Act 2009, as amended;

"BBSW" means the Australian Bank Bill Swap Rate;

"Business Day" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the Business Day Centre(s) specified in the relevant Final Terms;

"Business Day Centre(s)" means the centre(s) specified as such in the relevant Final Terms;

"Business Day Convention", in relation to any particular date, has the meaning given in the relevant Final Terms and, if so specified in the relevant Final Terms, may have different meanings in relation to different dates and, in this context, the following expressions shall have the following meanings:

• (a) "Following Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day;
• (b) "Modified Following Business Day Convention" or "Modified Business Day Convention" means that the relevant date shall be postponed to the first following day that is a Business Day unless that day falls in the next calendar month in which case that date will be the first preceding day that is a Business Day;
• (c) "Preceding Business Day Convention" means that the relevant date shall be brought forward to the first preceding day that is a Business Day;
• (d) "FRN Convention", "Floating Rate Convention" or "Eurodollar Convention" means that each relevant date shall be the date which numerically corresponds to the preceding such date in the calendar month which is the number of months or other period specified in the relevant Final Terms as the Specified Period after the calendar month in which the preceding such date occurred; provided, however, that:
  • (i) if there is no such numerically corresponding day in the calendar month in which any such date should occur, then such date will be the last day which is a Business Day in that calendar month;
  • (ii) if any such date would otherwise fall on a day which is not a Business Day, then such date will be the first following day which is a Business Day, unless that day falls in the next calendar month, in which case, it will be the first preceding day which is a Business Day; and
  • (iii) if the preceding such date occurred on the last day in a calendar month which was a Business Day, then all subsequent such dates will be the last day which is a Business Day in the calendar month which is the specified number of months or other period after the calendar month in which the preceding such date occurred; and
• (e) "No Adjustment" means that the relevant date shall not be adjusted in accordance with any Business Day Convention;

"CAD" means the lawful currency of Canada;

"Calculation Agent" means the entity as is specified as such in the relevant Final Terms and includes any successor or other person appointed as such in respect of the Notes or any Series of Notes;

"Calculation Amount" means the amount specified as such in the relevant Final Terms;

"Capital Disqualification Event" means an event that shall be deemed to have occurred if the Issuer determines at any time after the Issue Date, that there is a change in the regulatory classification of the Subordinated Notes that results in or will result in:

• (a) their exclusion in whole or in part from the regulatory capital of the Group; or
• (b) their reclassification in whole or in part as a form of regulatory capital of the Group that is lower than Tier 2 capital (if any);

"Capital Disqualification Event Early Redemption Price" means the price specified as such in the relevant Final Terms;

"Clearstream, Luxembourg" means Clearstream Banking S.A.;

"CNH" means Renminbi as traded outside of mainland China;

"CNH HIBOR" means the CNH Hong Kong interbank offered rate;

"CNY" means the lawful currency of mainland China;

"Compliant Securities" means, in relation to any Existing Notes, securities:

• (a) that are issued directly by the Issuer;
• (b) that have a ranking at least equal to the Existing Notes;
• (c) that are listed on a recognised stock exchange within the meaning of Section 1005 of the Income Tax Act 2007 (as the same may be amended, supplemented or replaced from time to time) and/or are admitted to listing, trading and/or quotation by any other listing authority, stock exchange and/or quotation system, in each case to the extent, and on the same such other listing authority, stock exchange and/or quotation system, that the Existing Notes were so listed or admitted to listing, trading, and/or quotation (as the case may be) immediately prior to such substitution or variation; and
• (d) where the Existing Notes had a published rating from one or more Rating Agencies immediately prior to their substitution or variation, to which each such Rating Agency has assigned, or informed the Issuer by an announcement or otherwise of its intention to assign, an equal or higher published rating;

provided that such securities:

• (i) contain terms such that they comply with the then Applicable Rules in relation to Tier 2 capital;
• (ii) include terms which provide for the same Rate of Interest, Interest Payment Dates, Maturity Date and amounts payable on redemption as apply from time to time to the Existing Notes immediately prior to such substitution or variation;
• (iii) shall preserve any existing rights under the Conditions to any accrued interest, principal and/or premium which have not been satisfied;
• (iv) do not contain terms providing for the mandatory or voluntary deferral of payments of principal and/or interest;
• (v) do not contain contractual terms providing for loss absorption through principal write-down, write-off or conversion into ordinary shares; and
• (vi) have terms not materially less favourable to Noteholders than the terms of the Existing Notes (as reasonably determined by the Issuer in consultation with an Independent Adviser, and provided that a certification to such effect of two

Authorised Signatories shall have been delivered to the Trustee prior to the issue of the relevant securities);

"Day Count Fraction" means, in respect of the calculation of an amount for any period of time (the "Calculation Period"), such day count fraction as may be specified in the relevant Final Terms and:

• (a) if "Actual/Actual (ICMA)" is so specified, means:
  • (i) where the Calculation Period is equal to or shorter than the Regular Period during which it falls, the actual number of days in the Calculation Period divided by the product of (i) the actual number of days in such Regular Period and (ii) the number of Regular Periods in any year; and
  • (ii) where the Calculation Period is longer than one Regular Period, the sum of:
    • (A) the actual number of days in such Calculation Period falling in the Regular Period in which it begins divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and
    • (B) the actual number of days in such Calculation Period falling in the next Regular Period divided by the product of (1) the actual number of days in such Regular Period and (2) the number of Regular Periods in any year; and
  • (iii) "Regular Period" means each period from (and including) a Determination Date to (but excluding) the next Determination Date including, where either the Interest Commencement Date or the final Interest Payment Date is not a Determination Date, the period commencing on the first Determination Date prior to such date and ending on the first Determination Date after such date;
• (b) if "Actual/Actual Canadian Compound Method" is so specified, means, (i) in respect of a Calculation Period which relates to a regular semi-annual interest payment, if any, "30/360" as defined in paragraph (g) below, and (ii) in respect of a Calculation Period less than one full year, other than where (i) applies, the actual number of days in such Calculation Period, divided by 365;
• (c) if "Actual/365" or "Actual/Actual (ISDA)" is so specified, means the actual number of days in the Calculation Period in respect of which payment is being made divided by 365 (or, if any portion of the Calculation Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365);
• (d) if "Actual/365 (Fixed)" is so specified, means the actual number of days in the Calculation Period divided by 365;
• (e) if "Actual/365 (Sterling)" is so specified, means the actual number of days in the Calculation Period divided by 365, or, in the case that the last day of the Calculation Period falls in a leap year, 366;
• (f) if "Actual/360" is so specified, means the actual number of days in the Calculation Period in respect of which payment is being made divided by 360;
• (g) if "30/360" is so specified, means the number of days in the Calculation Period in respect of which payment is being made in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

Day Count Fraction=[360×(Y2-Y1)]+[30×(M2-M1)]+(D2-D1) 360

where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"D1" is the first calendar day of the Calculation Period, expressed as a number, unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30;

(h) if "30E/360" is so specified, means the number of days in the Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

$$\text{Day Count Fraction} = \frac{[360 \times {\text{Y}_2\text{-Y}_1}] + [30 \times {\text{M}_2\text{-M}_1}] + {\text{D}_2\text{-D}_1}}{360}$$

where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30;

(i) if "30E/360 (ISDA)" is so specified, means the number of days in the Calculation Period in respect of which payment is being made divided by 360, calculated on a formula basis as follows:

Day Count Fraction=[360×(Y2-Y1)]+[30×(M2-M1)]+(D2-D1) 360

where:

"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;

"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;

"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;

"D1" is the first calendar day of the Calculation Period, expressed as a number, of the Calculation Period unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and

"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31, in which case D2 will be 30;

"Determination Agent" means an investment bank or financial institution of international standing selected by the Issuer (and which may be an affiliate of the Issuer);

"Determination Date" means the date specified as such in the relevant Final Terms;

"Early Redemption Amount (Call)" means, in relation to any Notes to be redeemed pursuant to Condition 6(c) (Redemption at the Option of the Issuer):

• (a) the Optional Redemption Amount (Call); or
• (b) the Make Whole Redemption Amount,

as specified in the relevant Final Terms;

"Early Redemption Amount (Put)" means, in relation to any Notes to be redeemed pursuant to Condition 6(e) (Redemption at the Option of the Noteholders), the amount specified as such in the relevant Final Terms;

"EU" means the European Union;

"EURIBOR" means, in respect of any Specified Currency and any specified period, the interest rate benchmark known as the Euro-zone interbank offered rate which is calculated and published by a designated distributor (currently Thomson Reuters) in accordance with the requirements from time to time of the European Money Markets Institute (or any other person which takes over the administration of that rate) based on estimated interbank borrowing rates for a number of designated currencies and maturities which are provided, in respect of each such currency, by a panel of contributor banks;

"euro" and "EUR" means the lawful currency of the member states of the European Union that have adopted or adopt the single currency in accordance with the Treaty;

"Euro Business Day" means a day on which T2 is open for the settlement of payments in euro;

"Euroclear" means Euroclear Bank SA/NV;

"EUWA" means the European Union (Withdrawal) Act 2018, as amended;

"Exempt Notes" means Notes for which no prospectus is required to be published under the Prospectus Regulation Rules sourcebook in the FCA Handbook;

"Existing Notes" has the meaning given to it in Condition 6(k) (Substitution or Variation);

"Final Redemption Amount" means, in respect of any Note, its principal amount or such other amount as may be specified in, or determined in accordance with, the relevant Final Terms;

"First Margin" means the margin specified as such in the relevant Final Terms;

"First Reset Date" means the date specified as such in the relevant Final Terms;

"First Reset Period" means the period from (and including) the First Reset Date until (but excluding) the Second Reset Date or, if no such Second Reset Date is specified in the relevant Final Terms, the Maturity Date;

"First Reset Rate of Interest" means, subject to Condition 3(c) (Determination of Resettable Note Reference Rate, First Reset Rate of Interest and Subsequent Reset Rate of Interest), the rate of interest being determined by the Calculation Agent on the relevant Reset Determination Date as the sum of the relevant Resettable Note Reference Rate plus the First Margin, with such sum converted (if necessary) in line with market convention to a basis (e.g. annual, semi-annual, quarterly) equivalent to the frequency with which scheduled interest payments are payable on the Notes during the relevant Reset Period (such calculation to be made by the Calculation Agent);

"Fixed Coupon Amount" means the amount specified as such in the relevant Final Terms;

"Fixed/Floating Rate Notes" means Notes for which the Fixed Rate Note provisions (for an initial period from the Issue Date) and Floating Rate Note provisions (for a subsequent period) are specified in the relevant Final Terms as applicable;

"Fixed Interest Payment Date" means:

• (a) if Fixed Interest Payment Date(s) is/are specified in the relevant Final Terms, the Fixed Interest Payment Date(s) in each year so specified, as the same may be adjusted in accordance with the Business Day Convention if applicable; or
• (b) if the Business Day Convention specified in the relevant Final Terms is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months or other period is specified in the relevant Final Terms as being the Specified Period, each of such dates as may occur in accordance with the FRN Convention, Floating Rate Convention or Eurodollar Convention at such Specified Period of calendar months or other period following the Interest Commencement Date (in the case of the first Fixed Interest Payment Date) or the previous Fixed Interest Payment Date (in any other case);

"Fixed Leg Swap Payment Frequency" means the payment frequency specified as such in the relevant Final Terms;

"Governmental Authority" means any de facto or de jure government (or any agency or instrumentality thereof), court, tribunal, administrative or other governmental authority or any other entity (private or public) charged with the regulation of the financial markets (including the central bank) of Hong Kong;

"Gross Redemption Yield" means, with respect to a security, the gross redemption yield to maturity (or if a Par Redemption Date is specified in the relevant Final Terms, to the Par Redemption Date) on such security, expressed as a percentage and calculated by the Determination Agent appointed by the Issuer on the basis set out by the United Kingdom Debt Management Office in the paper "Formulae for Calculating Gilt Prices from Yields", page 5, Section One: Price/Yield Formulae "Conventional Gilts; Double-dated and Undated Gilts with Assumed (or Actual) Redemption on a Quasi-Coupon Date" (published on 8 June 1998 and updated on 15 January 2002 and 16 March 2005, and as further amended, updated, supplemented or replaced from time to time) on a semi-annual compounding basis (converted to an annualised yield and rounded up (if necessary) to four decimal places) or, if such formula does not reflect generally accepted market practice at the time of redemption, a gross redemption yield calculated in accordance with generally accepted market practice at such time as determined by the Issuer following consultation with an investment bank or financial institution determined to be appropriate by the Issuer (which, for the avoidance of doubt, could be the Determination Agent, if applicable);

"Group" means the Issuer and its consolidated subsidiaries;

"H.15" means the weekly statistical release designated as such and published by the Board of Governors of the United States Federal Reserve System, or any successor or replacement publication that establishes yields on actively traded U.S. Treasury securities adjusted to constant maturity, and "most recent H.15" means the H.15 published closest in time but prior to 5:00 p.m. (New York City time) on the applicable Reset Determination Date;

"HIBOR" means the Hong Kong inter-bank offered rate;

"Hong Kong" means the Hong Kong Special Administrative Region of the PRC;

"Illiquidity" means where the general Renminbi exchange market in Hong Kong becomes illiquid and, as a result thereof, the Issuer cannot obtain sufficient Renminbi in order to satisfy its obligation to pay an amount due (in whole or in part) in respect of the Notes as determined by the Issuer in good faith and in a commercially reasonable manner following consultation (if practicable) with two Renminbi Dealers;

"Inconvertibility" means the occurrence of any event that makes it impossible for the Issuer to convert any amount due in respect of the Notes in the general Renminbi exchange market in Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date (or, if earlier, any CNY Issue Trade Date as specified in the relevant Final Terms) and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation);

"Independent Adviser" means an independent financial institution of international repute or other independent financial adviser experienced in the international capital markets, in each case appointed by the Issuer at its own expense;

"Initial Rate of Interest" means the initial rate of interest per annum specified as such in the relevant Final Terms;

"Interest Commencement Date" means:

• (a) the date specified as such in the Final Terms; and
• (b) in the case of Notes where "Change of interest basis" is specified as applicable in the relevant Final Terms, following such change in interest basis references in these Conditions to the "Interest Commencement Date" shall be deemed to be references to the date on which such change is effective.

"Interest Determination Date" means the date specified as such in the relevant Final Terms or, if not specified, the day determined by the Calculation Agent to be customary for fixing the Reference Rate in the Specified Currency for the relevant Interest Period;

"Interest Payment Date" means:

• (a) if Interest Payment Date(s) is/are specified in the relevant Final Terms, the Interest Payment Date(s) in each year so specified, as the same may be adjusted in accordance with the Business Day Convention if applicable; or
• (b) if the Business Day Convention specified in the relevant Final Terms is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months or other period is specified in the relevant Final Terms as being the Specified Period, each of such dates as may occur in accordance with the FRN Convention, Floating Rate Convention or Eurodollar Convention at such Specified Period of calendar months or other period following the Interest Commencement Date (in the case of the first Interest Payment Date) or the previous Interest Payment Date (in any other case);

"Interest Period" means each period beginning on (and including) the Interest Commencement Date or any Interest Payment Date and ending on (but excluding) the next Interest Payment Date;

"ISDA" means the International Swaps and Derivatives Association, Inc. (or any successor);

"ISDA Definitions" has the meaning given in the relevant Final Terms;

"Issue Date" means the date specified as such in the relevant Final Terms;

"JPY" means the lawful currency of Japan;

"Lead Regulator applicable to the Issuer" means the PRA or any successor or other entity primarily responsible for the prudential supervision of the Issuer;

"Leading Banks" means the banks specified as such in the relevant Final Terms, or, if no banks are so specified, leading European banks selected by the Calculation Agent;

"Local Banking Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in the city in which the Paying Agent or the Registrar to which the relevant Note or Coupon is presented for payment, or the Registrar is located;

"Make Whole Redemption Amount" means, in respect of any Notes to be redeemed pursuant to Condition 6(c) (Redemption at the Option of the Issuer):

• (a) if "Sterling Make Whole Redemption Amount" is specified as being applicable in the relevant Final Terms, an amount equal to the higher of (i) 100 per cent. of the principal amount outstanding of such Notes and (ii) the principal amount outstanding of such Notes multiplied by the price (expressed as a percentage), as reported in writing to the Issuer, the Principal Paying Agent and the Trustee by the Determination Agent (if applicable), at which the Gross Redemption Yield on such Notes on the Reference Date (assuming for this purpose that the Notes are redeemed on the Maturity Date (or, if a Par Redemption Date is specified in the relevant Final Terms, on the Par Redemption Date) at their principal amount (or such other redemption amount as may be specified as being applicable to such redemption date in the relevant Final Terms)) is equal to the Gross Redemption Yield (determined by reference to the middle market price) at the Quotation Time on the Reference Date of the Reference Bond, plus the Redemption Margin, all as determined by the Determination Agent; or
• (b) if "Non-Sterling Make Whole Redemption Amount" is specified as being applicable in the relevant Final Terms, an amount equal to the higher of (i) 100 per cent. of the principal amount outstanding of such Notes and (ii) the principal amount outstanding of such Notes multiplied by the price (expressed as a percentage), as reported in writing to the Issuer, the Principal Paying Agent and the Trustee by the Determination Agent (if applicable), at which the yield to maturity (or, if a Par Redemption Date is specified in the relevant Final Terms, the yield to the Par Redemption Date) on such Notes on the Reference Date (calculated on the same basis as the Reference Bond Rate) is equal to the Reference Bond Rate at the Quotation Time on the Reference Date, plus the Redemption Margin, all as determined by the Issuer or by a Determination Agent appointed by the Issuer;

"Margin" means the percentage specified as such in the relevant Final Terms;

"Maturity Date" means the date specified as such in the relevant Final Terms;

"Mid-Market Swap Rate" means for any Reset Period the mean of the bid and offered rates for the fixed leg payable with a frequency equivalent to the Fixed Leg Swap Payment Frequency specified in the relevant Final Terms during the relevant Reset Period (calculated on the basis of the day count fraction customary for fixed rate payments in the Specified Currency as determined by the Calculation Agent) of a fixed-for-floating interest rate swap transaction in the Specified Currency which transaction (i) has a term equal to the relevant Reset Period and commencing on the relevant Resettable Note Reset Date, (ii) is in an amount that is representative for a single transaction in the relevant market at the relevant time with an acknowledged dealer of good credit in the swap market and (iii) has a floating leg based on the Mid-Swap Floating Leg Benchmark Rate for the Mid-Swap Maturity (calculated on the basis of the day count fraction customary for floating rate payments in the Specified Currency as determined by the Calculation Agent);

"Mid-Market Swap Rate Quotation" means a quotation (expressed as a percentage rate per annum) for the relevant Mid-Market Swap Rate;

"Mid-Swap Floating Leg Benchmark Rate" means the benchmark rate specified as such in the Final Terms;

"Mid-Swap Maturity" means the period specified as such in the relevant Final Terms;

"MXN" means the lawful currency of United Mexican States;

"NIBOR" means the Norwegian Interbank Offered Rate;

"NOK" means the lawful currency of the Kingdom of Norway;

"Non-transferability" means the occurrence of any event that makes it impossible for the Issuer to transfer Renminbi between accounts inside Hong Kong or from an account inside Hong Kong to an account outside Hong Kong or from an account outside Hong Kong to an account inside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is enacted after the Issue Date (or, if earlier, any CNY Issue Trade Date as specified in the relevant Final Terms) and it is impossible for the Issuer, due to an event beyond its control, to comply with such law, rule or regulation);

"Optional Redemption Amount (Call)" means, in respect of any Note, its principal amount or such other amount as may be specified in the relevant Final Terms;

"Optional Redemption Amount (Residual Call)" means, in respect of any Note, its principal amount or such other amount as may be specified in the relevant Final Terms;

"Par Redemption Date" means the date specified as such in the relevant Final Terms;

"PRA" means the Prudential Regulation Authority;

"PRC" means The People's Republic of China which, for the purpose of these Conditions, shall exclude Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan;

"Quotation Time" shall be as specified in the relevant Final Terms;

"Rate of Interest" means the rate or rates (expressed as a percentage per annum) of interest payable in respect of the Notes specified in the relevant Final Terms or calculated or determined in accordance with the provisions of these Conditions and/or the relevant Final Terms;

"Rating Agency" means Fitch Ratings Limited, Moody's Investors Service Limited, S&P Global Ratings UK Limited or any of their respective affiliates or successors;

"Redemption Margin" shall be as specified in the relevant Final Terms;

"Reference Banks" has the meaning given in the relevant Final Terms or, if none, means:

• (a) for the purposes of Condition 3(c)(i) (Mid-Swap Rate), five leading swap dealers in the principal interbank market relating to the Specified Currency selected by the Calculation Agent in its discretion after consultation with the Issuer; and
• (b) for the purposes of Condition 4(c) (Screen Rate Determination for Floating Rate Notes not referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA):
  • (i) where the Specified Currency is MXN and the Reference Rate is TIIE, the banks designated as Market Makers (Formadores de Mercado) by the Mexican Ministry of Finance and Public Credit, as published on the Ministry of Finance and Public Credit's website at http://www.shcp.gob.mx; if fewer than five banks are designated as Market Makers by the Mexican Ministry of Finance and Public Credit, the Reference Banks will be those banks so designated as Market Makers and other major banks in the Mexican interbank market as selected by the Calculation Agent in its discretion after consultation with the Issuer; if no banks are so designated by the Mexican Ministry of Finance and Public Credit or its

website at http://www.shcp.gob.mx is unavailable, the Reference Banks will be five major banks in the Mexican interbank market as selected by the Calculation Agent in its discretion after consultation with the Issuer; or

(ii) where the Specified Currency is not MXN and the Reference Rate is not TIIE, four major banks selected by the Calculation Agent in its discretion after consultation with the Issuer in the market that is most closely connected with the Reference Rate;

"Reference Bond" means:

• (a) in the case of any Resettable Notes and the determination of the Resettable Note Reference Rate in respect of any Reset Period, the security or securities specified in the relevant Final Terms or, if none is so specified or if no Reference Government Bond Dealer Quotation or (as applicable) quotation for the purposes of determining the Reference Bond Rate Quotations is available for the specified security on the Reset Determination Date, the selected government security or securities agreed between the Issuer and an investment bank or financial institution determined to be appropriate by the Issuer (which, for the avoidance of doubt, could be the Calculation Agent, if applicable) as having an actual or interpolated maturity comparable with the relevant Reset Period and that (in the opinion of the Issuer) would be used, at the time of selection and in accordance with customary financial practice, in pricing new issuances of corporate debt securities denominated in the Specified Currency and of a comparable maturity to the relevant Reset Period; and
• (b) in any other case, the security or securities specified in the relevant Final Terms or, if none is so specified or to the extent that any such Reference Bond specified in the Final Terms is no longer outstanding on the relevant Reference Date, the Selected Bond;

"Reference Bond Price" means, with respect to any Reference Date or Reset Determination Date, as the case may be (i) if five Reference Government Bond Dealer Quotations are received, the arithmetic average of the Reference Government Bond Dealer Quotations for such Reference Date or Reset Determination Date, after excluding the highest (or in the event of equality, one of the highest) and lowest (or in the event of equality, one of the lowest) of such Reference Government Bond Dealer Quotations, (ii) if fewer than five, but more than one, such Reference Government Bond Dealer Quotations are received, the arithmetic average of all such quotations, or (iii) if only one such Reference Government Bond Dealer Quotation is received, such quotation;

"Reference Bond Rate" means, with respect to any Reference Bond and any Reference Date, the rate per annum equal to the yield to maturity or interpolated yield to maturity (or, in the case of Notes for which a Par Redemption Date is specified in the relevant Final Terms, to such Par Redemption Date) (on the relevant day count basis) of the Reference Bond, assuming a price for the Reference Bond (expressed as a percentage of its principal amount) equal to the Reference Bond Price for such Reference Date;

"Reference Date" means:

• (a) in the case of any Resettable Notes and the determination of the Resettable Note Reference Rate in respect of any Reset Period, the relevant Reset Determination Date; and
• (b) in any other case, the date which is two Business Days prior to the despatch of the notice of redemption under Condition 6(c) (Redemption at the Option of the Issuer) or such other date as may be specified in the relevant Final Terms;

"Reference Government Bond Dealer" means each of five banks selected by the Issuer (following, where practicable, consultation with the Determination Agent, if one is appointed), or their affiliates, which are (i) primary government securities dealers, and their respective successors, or (ii) market-makers in pricing corporate bond issues;

"Reference Government Bond Dealer Quotations" means:

(a) in the case of any Resettable Note and the determination of the U.S. Treasury Rate, with respect to each Reference Government Bond Dealer and any Reset Determination Date, the arithmetic average (as determined by the Calculation Agent), of the bid and offered prices for the Reference Bond (expressed in each case as a percentage of its principal amount) as at the Quotation Time on such Reset Determination Date and, if relevant, on a dealing basis for settlement that is customarily used at such time and quoted in writing to the Calculation Agent by such Reference Government Bond Dealer; or

• (b) in any other case, with respect to each Reference Government Bond Dealer and any Reference Date, the arithmetic average, as determined by the Determination Agent, of the bid and offered prices for the Reference Bond (expressed in each case as a percentage of its principal amount) at the Quotation Time on the Reference Date:
  • (i) which appear on the Relevant Screen Page as at the Quotation Time on the Reference Date; or
  • (ii) to the extent that in the case of (i) above either such bid and offered prices do not appear on that page, fewer than two such bid and offered prices appear on that page, or if the Relevant Screen Page is unavailable, then as quoted in writing to the Determination Agent by such Reference Government Bond Dealer;

"Reference Price" has the meaning given to it in the relevant Final Terms;

"Reference Rate" means (i) EURIBOR, (ii) BBSW, (iii) CNH HIBOR, (iv) HIBOR, (v) NIBOR, (vi) SHIBOR, (vii) STIBOR, (viii) TAIBIR, (ix) TIIE, (x) SONIA, (xi) SOFR, (xii) €STR, (xiii) SORA, (xiv) SARON, (xv) CORRA, (xvi) HONIA or (xvii) TAIBOR, as specified in the relevant Final Terms in respect of the currency and period specified in the relevant Final Terms;

"Reference Rate Duration" means the duration specified as such in the relevant Final Terms;

"Regulatory Preconditions" means:

• (a) in the case of a redemption pursuant to Condition 6(b) (Redemption for Taxation Reasons), the Issuer has demonstrated to the satisfaction of the Lead Regulator applicable to the Issuer that the relevant Taxation Event is a change in the applicable tax treatment of the relevant Subordinated Notes which is material and was not reasonably foreseeable on the issue date of the most recently issued Tranche of the relevant Series; or
• (b) in the case of a redemption pursuant to Condition 6(i) (Redemption upon Capital Disqualification Event), the Issuer has demonstrated to the satisfaction of the Lead Regulator applicable to the Issuer that the relevant change in the regulatory classification of the relevant Subordinated Notes was not reasonably foreseeable on the issue date of the most recently issued Tranche of the relevant Series; or
• (c) in any circumstances, the Issuer having demonstrated to the satisfaction of the Lead Regulator applicable to the Issuer that the Issuer has (or will have), before or at the same time as such redemption or purchase, replaced Subordinated Notes with own funds instruments of equal or higher quality at terms that are sustainable for the income capacity of the Issuer, and the Lead Regulator applicable to the Issuer having permitted such action on the basis of the determination that it would be beneficial from a prudential point of view and justified by exceptional circumstances;

"Relevant Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange) in Hong Kong, London and New York City;

"Relevant Financial Centre" shall be as specified in the relevant Final Terms or, if not so specified, means:

• (a) Brussels, in the case of a determination of EURIBOR;
• (b) Sydney, in the case of a determination of BBSW;
• (c) Shanghai, in the case of a determination of SHIBOR;
• (d) Hong Kong, in the case of a determination of CNH HIBOR and HIBOR;
• (e) Stockholm, in the case of a determination of STIBOR;
• (f) Taipei, in the case of a determination of TAIBIR and TAIBOR;
• (g) Mexico City, in the case of a determination of TIIE; and
• (h) Oslo, in the case of a determination of NIBOR.

"Relevant Financial Centre Day" means a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre or centres for the currency in which payment falls to be made (or, (i) in the case of payments which fall to be made in Renminbi, a day (other than a Saturday, Sunday or public holiday) on which commercial banks in Hong Kong are generally open for business and settlement of Renminbi payments in Hong Kong, or (ii) in the case of payments which fall to be made in euro, a Euro Business Day) and in any other place set out in the Final Terms;

"Relevant Period" has the meaning given in the relevant Final Terms;

"Relevant Screen Page" means:

• (a) only for the purposes of determining (i) Reference Government Bond Dealer Quotations for the purposes of determining the relevant Reference Bond Price or (ii) the relevant Resettable Note Reference Rate, the page, section or other part of a particular information service (including, without limitation, Reuters) specified as the Relevant Screen Page in the relevant Final Terms, or (in the case of any Relevant Screen Page) such other page, section or other part as may replace it on that information service or such other information service or, if none is so specified, the page, section or part of a particular information service (including, without limitation, Reuters) determined by the Issuer in consultation with the Calculation Agent or (as applicable) the Determination Agent at the relevant time; or
• (b) in any other case, the page, section or other part of a particular information service (including, without limitation, Reuters) specified as the Relevant Screen Page in the relevant Final Terms, or (in the case of any Relevant Screen Page) such other page, section or other part as may replace it on that information service or such other information service, in each case, as may be nominated by the person providing or sponsoring the information appearing there for the purpose of displaying rates or prices comparable to the Reference Rate;

"Relevant Supervisory Consent" means, in relation to any redemption or purchase of any Notes, any substitution or variation of Notes pursuant to Condition 6(k) (Substitution or Variation), or any substitution of an entity in place of the Issuer as principal debtor under the Notes pursuant to Condition 14(c) (Modification of Terms, Waiver and Substitution) and the Trust Deed, any required permission of the Lead Regulator applicable to the Issuer for such redemption or purchase, or substitution or variation, or issuer substitution, under the prevailing Applicable Rules;

"Relevant Time" means the time specified as such in the relevant Final Terms;

"Renminbi" or "RMB" means the lawful currency of mainland China;

"Renminbi Dealer" means an independent foreign exchange dealer of international repute active in the Renminbi exchange market in Hong Kong;

"Reset Determination Date" means:

• (a) in respect of the First Reset Period, the second Business Day prior to the First Reset Date;
• (b) in respect of the first Subsequent Reset Period, the second Business Day prior to the Second Reset Date; and

(c) in respect of each Reset Period thereafter, the second Business Day prior to the first day of each such Reset Period;

"Reset Period" means the First Reset Period or a Subsequent Reset Period, as the case may be;

"Resettable Coupon Amount" has the meaning given in the relevant Final Terms;

"Resettable Note Interbank Rate" means, in relation to a Reset Determination Date and subject to Condition 4(e) (Benchmark Replacement), the Reference Rate specified as such in the relevant Final Terms;

"Resettable Note Interest Payment Date" means:

• (a) if Resettable Note Interest Payment Date(s) is/are specified in the relevant Final Terms, the Resettable Note Interest Payment Date(s) in each year so specified, as the same may be adjusted in accordance with the Business Day Convention (if applicable); or
• (b) if the Business Day Convention specified in the relevant Final Terms is the FRN Convention, Floating Rate Convention or Eurodollar Convention and an interval of a number of calendar months or other period is specified in the relevant Final Terms as being the Specified Period, each of such dates as may occur in accordance with the FRN Convention, Floating Rate Convention or Eurodollar Convention at such Specified Period of calendar months or other period following the Interest Commencement Date (in the case of the first Resettable Note Interest Payment Date) or the previous Resettable Note Interest Payment Date (in any other case);

"Resettable Note Reference Rate" means (i) the Mid-Swap Rate, (ii) the Resettable Note Interbank Rate, (iii) the U.S. Treasury Rate, (iv) the Resettable Note Reference Bond Rate, (v) the SORA-OIS Rate or (vi) the TONA-TSR Rate, as specified in the applicable Final Terms;

"Resettable Note Reset Date" means the First Reset Date, the Second Reset Date and every Subsequent Reset Date as may be specified as such in the relevant Final Terms;

"Screen Rate Fallback Trigger" means the occurrence of any of the following events or circumstances:

• (a) if the Specified Currency is AUD and the Reference Rate is BBSW, a Temporary Disruption Trigger or a Permanent Discontinuation Trigger (as each term is defined in Condition 4(c)(iv)(B)); and
• (b) in all other cases,
  • (i) if Condition 4(c)(i) (Screen Rate Determination for Floating Rate Notes not referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA) applies, the Reference Rate does not appear on the Relevant Screen Page;
  • (ii) if Condition 4(c)(ii) (Screen Rate Determination for Floating Rate Notes not referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA) applies, either of the required rates do not appear on the required Relevant Screen page;
  • (iii) if Condition 4(c)(iii) (Screen Rate Determination for Floating Rate Notes not referencing SONIA, SOFR, €STR, SORA, SARON, CORRA or HONIA) applies, fewer than two rates appear on the Relevant Screen Page; or
  • (iv) in any case, the Relevant Screen Page is unavailable;

"Second Reset Date" means the date specified as such in the relevant Final Terms;

"SEK" means the lawful currency of the Kingdom of Sweden;

"Selected Bond" means the selected government security or securities agreed between the Issuer and an investment bank or financial institution determined to be appropriate by the Issuer (which, for the avoidance of doubt, could be the Determination Agent, if applicable) as having an actual or interpolated maturity comparable with the remaining term of the Notes (assuming, if a Par Redemption Date is specified in the relevant Final Terms, redemption on such Par Redemption Date), that would be used, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities denominated in the Specified Currency and of a comparable maturity to the remaining term of the Notes;

"SGD" means the lawful currency of Singapore;

"SHIBOR" means the Shanghai inter-bank offered rate;

"Specified Currency" means the currency specified as such in the relevant Final Terms;

"Specified Denomination" means the denomination specified as such in the relevant Final Terms;

"Specified Period" means the period specified as such in the relevant Final Terms;

"Spot Rate" means, on any date, the spot CNY/U.S. Dollar exchange rate for the purchase of U.S. Dollars with Renminbi in the over-the-counter Renminbi exchange market in Hong Kong for settlement in two Relevant Business Days, as determined by the Calculation Agent at or around 11 a.m. (Hong Kong time) on the Spot Rate Determination Date, on a deliverable basis by reference to Reuters Screen Page TRADCNY3, or if no such rate is available, on a non-deliverable basis by reference to Reuters Screen Page TRADNDF. If neither rate is available, the Calculation Agent will determine the Spot Rate at or around 11 a.m. (Hong Kong time) on the Spot Rate Determination Date as the most recently available CNY/U.S. Dollar official fixing rate for settlement in two Relevant Business Days reported by The State Administration of Foreign Exchange of the PRC, which is reported on the Reuters Screen Page CNY=SAEC. Reference to a page on the Reuters Screen means the display page so designated on the Reuters Monitor Money Rates Service (or any successor service) or such other page as may replace that page for the purpose of displaying a comparable currency exchange rate;

"Spot Rate Determination Date" means, in relation to any payment subject to Condition 8(c) (Renminbi-denominated Notes - Payment of U.S. Dollar Equivalent), the day which is two Relevant Business Days before the due date for such payment under these Conditions;

"STIBOR" means the Stockholm Interbank Offered Rate;

"Subsequent Margin" means the margin(s) specified as such in the relevant Final Terms;

"Subsequent Reset Date" means the date specified as such in the relevant Final Terms;

"Subsequent Reset Period" means the period from (and including) the Second Reset Date to (but excluding) the next Resettable Note Reset Date, and each successive period from (and including) a Resettable Note Reset Date to (but excluding) the next succeeding Resettable Note Reset Date;

"Subsequent Reset Rate of Interest" means, in respect of any Subsequent Reset Period and subject to Condition 3(c) (Determination of Resettable Note Reference Rate, First Reset Rate of Interest and Subsequent Reset Rate of Interest), the rate of interest determined by the Calculation Agent on the relevant Reset Determination Date as the sum of the relevant Resettable Note Reference Rate plus the applicable Subsequent Margin, with such sum converted (if necessary) in line with market convention to a basis (e.g. annual, semi-annual, quarterly) equivalent to the frequency with which scheduled interest payments are payable on the Notes during the relevant Reset Period (such calculation to be made by the Calculation Agent);

"TAIBIR" means the Secondary Market Fixing Bid/Offer Rate of the Taiwan Bills Index Rate (known as TAIBIR02);

"TAIBOR" means the Taipei Interbank Offered Rate;

"T2" means the real time gross settlement system operated by the Eurosystem, or any successor system;

"Taxation Event" means any of the applicable events or circumstances set out in sub-paragraphs (i) to (iii) of Condition 6(b) (Redemption for Taxation Reasons);

"Tier 2 capital" has the meaning given to it by the Lead Regulator applicable to the Issuer from time to time;

"TIIE" means the Tasa de Interes Interbancaria de Equilibrio (Interbank Equilibrium Interest Rate) for MXN which is published in the "Diario oficial de la Federacion" (Official Gazette of the Federation);

"Treaty" means the Treaty establishing the European Community, as amended;

"TWD" means the lawful currency of Taiwan;

"UK CRR" means Regulation (EU) No. 575/2013 on prudential requirements for credit institutions and investment firms of the European Parliament and of the Council of 26 June 2013, as amended or supplemented, as it forms part of domestic law in the United Kingdom by virtue of the EUWA; and

"U.S. Dollar Equivalent" means, in relation to any Renminbi amount payable under the Notes on any date, such Renminbi amount converted into U.S. Dollars using the Spot Rate for the Spot Rate Determination Date.

TAXATION

The tax laws of the investor's jurisdiction and of the Issuer's jurisdiction of incorporation may have an impact on the income received from the Notes. Prospective purchasers of Notes should consult their own tax advisers as to which countries' tax laws could be relevant to acquiring, holding and disposing of Notes and receiving payments of interest, principal and/or other amounts under the Notes and the consequences of such actions under the tax laws of those countries.

The following is a general description of certain United Kingdom and United States tax considerations relating to the Notes. It does not purport to be a complete analysis of all tax considerations relating to the Notes, whether in those countries or elsewhere. This summary is based upon the law as in effect on the date of this Base Prospectus and is subject to any change in law that may take effect after such date.

1. UNITED KINGDOM

The following is a summary of the United Kingdom withholding taxation treatment at the date hereof in relation to payments of principal and interest in respect of the Notes. It is based on current UK tax law as applied in England and Wales and the published practice of His Majesty's Revenue & Customs ("HMRC"), which may not be binding on HMRC and which may be subject to change, sometimes with retrospective effect, in each case as at the date of this Base Prospectus. The comments do not deal with other UK tax aspects of acquiring, holding or disposing of Notes. The comments relate only to the position of persons who are absolute beneficial owners of the Notes. Prospective Noteholders should be aware that the particular terms of issue of any series of Notes as specified in the relevant Final Terms may affect the tax treatment of that and other series of Notes. The following is a general guide and should be treated with appropriate caution. It is not intended as tax advice and it does not purport to describe all of the tax considerations that may be relevant to a prospective purchaser. Noteholders who are in any doubt as to their tax position should consult their professional advisers. Noteholders who may be liable to taxation in jurisdictions other than the UK in respect of their acquisition, holding or disposal of the Notes are particularly advised to consult their professional advisers as to whether they are so liable (and if so under the laws of which jurisdictions), since the following comments relate only to certain UK taxation aspects of payments in respect of the Notes. In particular, Noteholders should be aware that they may be liable to taxation under the laws of other jurisdictions in relation to payments in respect of the Notes even if such payments may be made without withholding or deduction for, or on account of, taxation under the laws of the UK.

(A) United Kingdom Withholding Tax

• 1. Interest on Notes issued for a term of less than one year (and which are not issued under arrangements the effect of which is to render the Notes part of a borrowing with a total term of one year or more) may be paid by the Issuer without withholding or deduction for (or on account of) UK income tax.
• 1. Notes issued by the Issuer which carry a right to interest will constitute "quoted Eurobonds" provided they are and continue to be listed on a recognised stock exchange (within the meaning of Section 1005 of the Income Tax Act 2007 (the "Act") for the purposes of Section 987 of the Act) or admitted to trading on a "multilateral trading facility" operated by a regulated recognised stock exchange (within the meaning of Section 987 of the Act). Whilst the Notes are and continue to be quoted Eurobonds, payments of interest on such Notes may be made without withholding or deduction for or on account of UK income tax.
• 1. Notes will be regarded as "listed on a recognised stock exchange" for this purpose if (and only if) they are admitted to trading on an exchange designated as a recognised stock exchange by an order made by the Commissioners for HMRC and either they are included in the UK official list (within the meaning of Part 6 of the FSMA) or they are officially listed, in accordance with provisions corresponding to those generally applicable in European Economic Area states, in a country outside the UK in which there is a recognised stock exchange.

The London Stock Exchange is a recognised stock exchange, and accordingly the Notes will constitute quoted Eurobonds provided they are and continue to be included in the UK official list and admitted to trading on the Main Market (excluding the High Growth Segment) of that exchange.

The International Securities Market of the London Stock Exchange is a multilateral trading facility operated by a regulated recognised stock exchange for the purposes of Section 987 of the Act.

• 1. In addition to the exemption set out in paragraph (A)2 above, interest on the Notes may be paid without withholding or deduction for or on account of United Kingdom income tax so long as the Issuer is a "bank" for the purposes of section 878 of the Income Tax Act 2007 and so long as such payments are made by the Issuer in the ordinary course of its business.
• 1. In all other cases falling outside the exemptions described in (A)1, (A)2 and (A)3 above, interest on the Notes may fall to be paid under deduction of UK income tax at the basic rate (currently 20 per cent.), subject to such relief as may be available following a direction from HMRC pursuant to the provisions of any applicable double taxation treaty or to any other exemption which may apply.

(B) Other Rules Relating to United Kingdom Withholding Tax

• 1. Notes may be issued at an issue price of less than 100 per cent. of their principal amount. Any discount element on any such Notes will not generally be subject to any UK withholding tax pursuant to the provisions mentioned in (A) above.
• 1. Where Notes are to be, or may fall to be, redeemed at a premium, as opposed to being issued at a discount, then any such element of premium may constitute a payment of interest. Payments of interest are subject to UK withholding tax provisions as outlined above.
• 1. Where interest has been paid under deduction of UK income tax, Noteholders or Couponholders who are not resident in the UK may be able to recover all or part of the tax deducted if there is an appropriate provision in any applicable double taxation treaty.
• 1. The references to "interest" above mean "interest" as understood in UK tax law. The statements above do not take any account of any different definitions of "interest" or "principal" which may prevail under any other law or which may be created by the terms and conditions of the Notes or any related documentation. Noteholders or Couponholders should seek their own professional advice as regards the withholding tax treatment of any payment on the Notes which does not constitute "interest" or "principal" as those terms are understood in UK tax law.
• 1. Where a payment on a Note does not constitute (or is not treated as) interest for UK tax purposes, and the payment has a UK source, it would potentially be subject to UK withholding tax if, for example, it constitutes (or is treated as) an annual payment or a manufactured payment for UK tax purposes (which will be determined by, amongst other things, the terms and conditions completed by the Final Terms of the Note). In such a case, the payment may fall to be made under deduction of UK tax (the rate of withholding depending on the nature of the payment), subject to such relief as may be available following a direction from HMRC pursuant to the provisions of any applicable double taxation treaty, or to any other exemption which may apply.
• 1. The above summary under the heading "United Kingdom Taxation" assumes that there will be no substitution of the Issuer pursuant to Condition 14 (Modification of Terms, Waiver and Substitution) of the Notes and does not consider the tax consequences of any such substitution.

2. UNITED STATES

Notwithstanding any provision herein, every person (and each employee, representative or other agent of such person) may disclose to any and all other persons, without limitation of any kind, any information provided to him by or on behalf of the Issuer relating to the U.S. tax treatment and U.S. tax structure of transactions under the Programme and all materials of any kind (including opinions or other tax analyses) that are provided by or on behalf of the Issuer to that person relating to such U.S. tax treatment and U.S. tax structure.

The following summary describes certain of the principal U.S. federal income tax consequences resulting from the purchase, ownership and disposition of Notes, other than Subordinated Notes, and references in the following summary to "Notes" shall be construed accordingly.

This summary does not purport to consider all the possible U.S. federal income tax consequences of the purchase, ownership and disposition of the Notes and is not intended to reflect the individual tax position of any beneficial owner of Notes. The summary is based upon the Internal Revenue Code of 1986, as amended (the "Code"), its legislative history, existing and proposed U.S. Treasury Regulations promulgated thereunder, published rulings by the U.S. Internal Revenue Service ("IRS") and court decisions, all as of the date hereof, all of which authorities are subject to change or differing interpretations, which changes or differing interpretations could apply retroactively. This summary is limited to investors who purchase the Notes at initial issuance and hold the Notes as "capital assets" within the meaning of Section 1221 of the Code (i.e., generally, property held for investment) and does not purport to deal with investors in special tax situations, such as financial institutions, tax-exempt organisations, insurance companies, regulated investment companies, dealers in securities or currencies, persons purchasing Notes other than at original issuance, persons holding notes as a hedge against currency risks or as a position in a "straddle", "conversion transaction", or "constructive sale" transaction for tax purposes, persons required for U.S. federal income tax purposes to accelerate the recognition of any item of gross income with respect to the Notes as a result of such income being recognised on an applicable financial statement or U.S. Holders (as defined below) whose functional currency (as defined in Section 985 of the Code) is not the U.S. Dollar. The summary does not include any description of the tax laws of any state, local or non-U.S. governments that may be applicable to the Notes or the holders thereof.

Prospective purchasers of the Notes should consult their own tax advisers concerning the application of U.S. federal income tax laws to their particular situations as well as any consequences of the purchase, ownership and disposition of the Notes arising under the laws of any other taxing jurisdiction.

As used herein, the term "U.S. Holder" means a beneficial owner of a Note who or which for U.S. federal income tax purposes is (i) an individual who is a citizen or resident of the United States, (ii) a corporation created or organised in or under the laws of the United States or of any state thereof (including the District of Columbia), or (iii) any other person that is subject to U.S. federal income taxation on a net income basis with respect to the Notes. As used herein, the term "Non-U.S. Holder" means a beneficial owner of a Note that is not a U.S. Holder. In the case of a holder of Notes that is a partnership for U.S. federal income tax purposes, each partner will take into account its allocable share of income or loss from the Notes, and will take such income or loss into account under the rules of taxation applicable to such partner, taking into account the activities of the partnership and the partner.

Treatment of Notes

Except as otherwise provided in a prospectus supplement, the Issuer intends to treat the Notes that are principal protected as indebtedness for U.S. federal income tax purposes; however, the IRS is not bound by this determination and the Notes could be recharacterised. Any such recharacterisation could materially affect the timing or character of the income required to be recognised by U.S. Holders for U.S. federal income tax purposes. This summary does not address Notes that are not principal protected. Prospective investors are urged to consult with their tax advisers as to the likelihood and likely effect of any such recharacterisation. The remainder of this summary assumes that the Notes discussed herein are properly characterised as indebtedness for U.S. federal income tax purposes.

U.S. Holders of Notes

Payments of Interest

Generally, payments of interest on a Note that is not a Discount Note (as defined below) will be taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or are received, in accordance with the U.S. Holder's regular method of accounting for U.S. federal income tax purposes.

Original Issue Discount

General

The following summary is a general discussion of the U.S. federal income tax consequences to U.S. Holders of the purchase, ownership and disposition of a Note issued with original issue discount ("OID") (any such Note issued with OID, a "Discount Note"). Special rules apply to OID on a Discount Note that is denominated in a foreign currency. See "— Foreign Currency Notes — OID".

For U.S. federal income tax purposes, OID is the excess of the stated redemption price at maturity of a Note over its issue price, if such excess equals or exceeds a de minimis amount (generally defined as 1/4 of 1 per cent. of the Note's stated redemption price at maturity multiplied by the number of complete years to its maturity from its issue date). The issue price of each Note in an issue of Notes is the first price at which a substantial amount of such issue of Notes has been sold to the public (ignoring sales to bond houses, brokerdealers or similar persons or organisations acting in the capacity of underwriters, placement agents or wholesalers). The stated redemption price at maturity of a Note generally is the sum of all payments provided for by the Note other than qualified stated interest payments. The term "qualified stated interest" generally means stated interest that is unconditionally payable in cash or property (other than debt instruments of the issuer) at least annually at a single fixed rate.

Payments of qualified stated interest on a Note are taxable to a U.S. Holder as ordinary interest income at the time such payments are accrued or are received, in accordance with the U.S. Holder's regular method of accounting for U.S. federal income tax purposes. A U.S. Holder of a Discount Note having a maturity of more than one year from the issue date must include OID in income as ordinary interest income for U.S. federal income tax purposes as it accrues under a constant yield method in advance of receipt of the cash payments attributable to such income, regardless of such U.S. Holder's regular method of tax accounting. In general, the amount of OID included in income by the initial U.S. Holder of a Discount Note is the sum of the daily portions of OID with respect to such Discount Note for each day during the taxable year on which such U.S. Holder held such Discount Note. The "daily portions" of OID on any Discount Note are determined by allocating to each day in an accrual period a rateable portion of the OID allocable to that accrual period. An "accrual period" may be of any length and the accrual periods may vary in length over the term of the Discount Note as long as (i) each accrual period is no longer than one year, and (ii) each scheduled payment of principal and interest occurs either on the final day of an accrual period or on the first day of an accrual period. The amount of OID allocable to each accrual period is generally equal to the excess of (i) the product of the Discount Note's adjusted issue price at the beginning of such accrual period and its yield to maturity (determined on the basis of compounding at the close of each accrual period and appropriately adjusted to take into account the length of the particular accrual period) over (ii) the amount of any qualified stated interest payments allocable to such accrual period. The "adjusted issue price" of a Discount Note at the beginning of the first accrual period is the issue price of the Discount Note. Thereafter, the "adjusted issue price" of a Discount Note is the sum of the issue price of the Discount Note plus the amount of OID previously includable in the gross income of the U.S. Holder reduced by the amount of any payments previously made on the Discount Note other than payments of qualified stated interest. Under these rules, U.S. Holders generally will have to include in income increasingly greater amounts of OID in successive accrual periods.

Election to Treat all Interest as OID

A U.S. Holder of a Note may elect to include in gross income all interest that accrues on the Note by using the constant yield method described in "— Original Issue Discount — General" with certain modifications. The election must be made for the taxable year in which the U.S. Holder acquires the Note and will generally apply only to the Note (or Notes) identified by the U.S. Holder in a statement attached to the U.S. Holder's timely filed U.S. federal income tax return. The election may not be revoked without the consent of the IRS. If a U.S. Holder makes the election with respect to a Note with "amortisable bond premium" (as described in "— Amortisable Bond Premium"), then the electing U.S. Holder is deemed to have elected to apply amortisable bond premium against interest with respect to all debt instruments with amortisable bond premium (other than debt instruments the interest on which is excludible from gross income) held by the electing U.S. Holder as of the beginning of the taxable year in which any Note (with respect to which the election is made) is acquired and any such debt instrument thereafter acquired. The deemed election with respect to amortisable bond premium may not be revoked without the consent of the IRS.

Short-Term Notes

Generally, an individual or other cash-basis U.S. Holder of Notes having a fixed maturity date not more than one year from the issue date ("Short-Term Notes") is not required to accrue OID for U.S. federal income tax purposes unless it elects to do so. An election by a cash-basis U.S. Holder applies to all shortterm obligations acquired on or after the beginning of the first taxable year to which the election applies, and for all subsequent taxable years unless the consent is secured from the IRS to revoke the election. Accrual-basis U.S. Holders and certain other U.S. Holders, including banks, regulated investment companies, dealers in securities, common trust funds, U.S. Holders who hold Short-Term Notes as part of certain identified hedging transactions, certain pass-through entities and cash-basis U.S. Holders who so elect, are required to accrue OID on Short-Term Notes on either a straight-line basis or, at the election of the U.S. Holder, under the constant yield method (based on daily compounding). In the case of a U.S. Holder not required and not electing to include OID in income currently, any gain realised on the sale or retirement of the Short-Term Notes will be ordinary income to the extent of the OID accrued on a straightline basis (unless an election is made to accrue the OID under the constant yield method) through the date of sale or retirement. U.S. Holders who are not required and do not elect to accrue OID on Short-Term Notes will be required to defer deductions for interest on borrowings allocable to Short-Term Notes in an amount not exceeding the deferred income until the deferred income is realised.

Variable Rate Debt Instruments

Generally, a Note that is issued with a variable rate of interest (a "Variable Rate Debt Instrument") will qualify as a "variable rate debt instrument" if (a) its issue price does not exceed the total non-contingent principal payments due under the Variable Rate Debt Instrument by more than an amount equal to the lesser of (i) 0.015 multiplied by the product of the total non-contingent principal payments and the number of complete years to maturity from the issue date or (ii) 15 per cent. of the total non-contingent principal payments, (b) it does not provide for any stated interest other than stated interest, paid or compounded at least annually, at (i) one or more qualified floating rates, (ii) a single fixed rate and one or more qualified floating rates, (iii) a single objective rate, or (iv) a single fixed rate and a single objective rate that is a qualified inverse floating rate, and (c) it provides that a qualified floating rate or objective rate in effect at any time during the term of the Note is set at a current value of that rate (i.e., the value of the rate on any day that is no earlier than three months prior to the first rate day on which the value is in effect and no later than one year following that first day).

A "qualified floating rate" is any variable rate where variations in the value of such rate can reasonably be expected to measure contemporaneous variations in the cost of newly borrowed funds in the currency in which the Variable Rate Debt Instruments are denominated. Although a multiple of a qualified floating rate will generally not itself constitute a qualified floating rate, a variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35 will constitute a qualified floating rate. A variable rate equal to the product of a qualified floating rate and a fixed multiple that is greater than 0.65 but not more than 1.35, increased or decreased by a fixed rate, will also constitute a qualified floating rate. In addition, two or more qualified floating rates that can reasonably be expected to have approximately the same values throughout the term of the Variable Rate Debt Instruments will together constitute a single qualified floating rate. Two or more qualified floating rates will be conclusively presumed to meet the requirements of the previous sentence if the values of all rates on the issue date are within 25 basis points of each other. A variable rate is not a qualified floating rate if it is subject to certain restrictions (including caps, floors, governors or other similar restrictions) unless such restrictions are fixed throughout the term of the Variable Rate Debt Instrument or are not reasonably expected to significantly affect the yield on the Variable Rate Debt Instrument.

Under U.S. Treasury Regulations, Notes referencing an IBOR that are treated as having a qualified floating rate for purposes of the above will not fail to be so treated merely because the terms of the Notes provide for a replacement of the IBOR in the case of a Benchmark Event. In particular, under these regulations, the IBOR referencing rate and the replacement rate are treated as a single qualified rate. U.S. Holders should consult their tax advisers regarding the consequences to them of the potential occurrence of a Benchmark Event.

An "objective rate" is a rate other than a qualified floating rate that is determined using a single fixed formula and that is based upon objective financial or economic information, other than information that is within the control of the issuer or a related party, or that is unique to the circumstances of the issuer or a related party, such as dividends, profits or the value of the issuer's (or a related party's) stock (but not the issuer's credit quality). Despite the foregoing, a variable rate of interest on Variable Rate Debt Instruments will not constitute an objective rate if it is reasonably expected that the average value of such rate during the first half of the Variable Rate Debt Instruments' term will be either significantly less than or significantly greater than the average value of the rate during the final half of the Variable Rate Debt Instruments' term. A "qualified inverse floating rate" is any objective rate where such rate is equal to a fixed rate minus a qualified floating rate, as long as variations in the rate can reasonably be expected to reflect inversely contemporaneous variations in the qualified floating rate (disregarding any caps, floors, governors or other restrictions that are fixed throughout the term of the Variable Rate Debt Instruments or are not reasonably expected to significantly affect the yield on the Variable Rate Debt Instruments).

Generally, if a Variable Rate Debt Instrument provides for stated interest at a fixed rate for an initial period of one year or less followed by a variable rate that is either a qualified floating rate or an objective rate for a subsequent period, and the value of the variable rate on the Variable Rate Debt Instruments' issue date is intended to approximate the fixed rate, then the fixed rate and the variable rate together will constitute either a single qualified floating rate or an objective rate, as the case may be. A fixed rate and a variable rate will be conclusively presumed to meet the previous requirements if the value of the variable rate on the issue date of the Variable Rate Debt Instruments does not differ from the value of the fixed rate by more than 25 basis points.

If a Variable Rate Debt Instrument provides for stated interest at a single qualified floating rate or objective rate that is unconditionally payable in cash or in property (other than debt instruments of the issuer) or that will be constructively received by the U.S. Holder at least annually, then (a) all stated interest with respect to the Note is qualified stated interest, (b) the amount of qualified stated interest and the amount of OID, if any, are determined by assuming that the variable rate is a fixed rate equal to (i) in the case of a qualified floating rate or qualified inverse floating rate, the value, as of the issue date, of the qualified floating rate or qualified inverse floating rate, (ii) in the case of an objective rate (other than a qualified inverse floating rate), a fixed rate that reflects the yield that is reasonably expected for the Note, and (c) the qualified stated interest allocable to an accrual period is increased (or decreased) if the interest actually paid during an accrual period exceeds (or is less than) the interest assumed to be paid during the accrual period under the foregoing rules.

If a Variable Rate Debt Instrument does not provide for stated interest at a single qualified floating rate or objective rate, or at a single fixed rate (other than at a single fixed rate for an initial period of one year or less), the amount of qualified stated interest and OID on the Note are generally determined by (i) determining a fixed rate substitute for each variable rate provided under the Variable Rate Debt Instrument (generally, the value of each variable rate as of the issue date or, in the case of an objective rate that is not a qualified inverse floating rate, a rate that reflects the yield that is reasonably expected for the Note), (ii) constructing the equivalent fixed rate debt instrument (using the fixed rate substitutes described above), (iii) determining the amount of qualified stated interest and OID with respect to the equivalent fixed rate debt instrument (by applying the general OID rules as described in "— Original Issue Discount — General"), and (iv) making the appropriate adjustments for actual variable rates during the applicable accrual period.

If a Variable Rate Debt Instrument provides for stated interest either at one or more qualified floating rates or at a qualified inverse floating rate and in addition provides for stated interest at a single fixed rate (other than a single fixed rate for an initial period of one year or less), the amount of interest and OID is determined as in the immediately preceding paragraph with the modification that the Variable Rate Debt Instrument is treated, for purposes of the first three steps of the determination, as if it provided for a qualified floating rate (or qualified inverse floating rate, if the Note provides for a qualified inverse floating rate) rather than the fixed rate. The qualified floating rate (or qualified inverse floating rate) replacing the fixed rate must be such that the fair market value of the Note as of the issue date would be approximately the same as the fair market value of an otherwise identical debt instrument that provides for a qualified floating rate (or qualified inverse floating rate) rather than a fixed rate.

Acquisition Premium

A U.S. Holder that purchases a Note for an amount less than or equal to the sum of all amounts payable on the Note after its acquisition date (other than payments of qualified stated interest) and that does not make the election described above under "Original Issue Discount- Election to Treat All Interest as OID" is permitted to reduce the daily portions of OID by a fraction, the numerator of which is the excess of the U.S. Holder's adjusted basis in the Note immediately after its purchase over the Note's adjusted issue price (this excess being "acquisition premium"), and the denominator of which is the excess of the Note's stated redemption price at maturity over the Note's adjusted issue price. No OID will accrue on a Note purchased for more than its stated redemption price at maturity. In the event the Notes are denominated in a currency other than the U.S. Dollar, acquisition premium will be computed in units of the foreign currency, and acquisition premium that is taken into account currently will reduce interest income in units of the foreign currency. On the date acquisition premium offsets interest income, a U.S. Holder may recognise U.S. source exchange gain or loss (taxable as ordinary income or loss) measured by the difference between the spot rate of exchange in effect on that date, and on the date the Notes were acquired by the U.S. Holder.

Notes that are Contingent Payment Debt Instruments

Interest Accruals on the Notes

For U.S. federal income tax purposes certain of the Notes may be contingent payment debt instruments ("CPDIs"). A CPDI is any class of Notes which provide for one or more payments, either of interest or principal, that are contingent (usually as to timing of payment or amount of payment). If the Issuer intends to treat a Note as a CPDI, this will be specified in the applicable Final Terms with respect to such Note.

Under U.S. Treasury Regulations governing the treatment of CPDIs (the "CPDI Regulations"), regardless of a U.S. Holder's regular method of accounting, accruals of income, gain, loss and deduction with respect to a CPDI are determined under the "noncontingent bond method". Under the noncontingent bond method, a U.S. Holder of a CPDI will accrue OID over the term of such Note based on the Notes' comparable yield. In general, the comparable yield of a CPDI is equal to the yield at which the Issuer would issue a fixed rate, noncontingent debt instrument with terms and conditions otherwise similar to those of the CPDI, including level of subordination, term, timing of payments, and general market conditions. The applicable Final Terms for any Note that is a CPDI will specify its comparable yield. A U.S. Holder will accrue OID at the comparable yield even if the comparable yield differs from the stated interest rate on the CPDI (if any).

The amount of OID allocable to each accrual period will be the product of the "adjusted issue price" of the CPDI at the beginning of each such accrual period and the comparable yield. The "adjusted issue price" of a CPDI at the beginning of an accrual period will equal the issue price plus the amount of OID previously includible in the gross income of U.S. Holder minus the amount of any Projected Payments with respect to such Note. The amount of OID includible in the income of each U.S. Holder will generally equal the sum of the "daily portions" of the total OID on the CPDI allocable to each day on which a U.S. Holder held such Note. Generally, the daily portion of the OID is determined by allocating to each day in any accrual period a rateable portion of the OID allocable to such accrual period. Such OID is included in income and taxed at ordinary income rates.

The Issuer also is required by the CPDI Regulations to determine, solely for U.S. federal income tax purposes, a projected payment schedule of the projected amounts of payments (the "Projected Payments") on any Note that is a CPDI. The schedule must produce the comparable yield. The applicable Final Terms for any Note that is a CPDI will specify the Projected Payments for such Note. Under the noncontingent bond method, the Projected Payments are not revised to account for changes in circumstances that occur while the Notes are outstanding.

For U.S. federal income tax purposes, the Issuer's reasonable determination of the comparable yield and schedule of Projected Payments is generally respected and will be binding on the investors in the Notes, unless such investor timely discloses and justifies the use of other estimates to the IRS.

THE COMPARABLE YIELD AND THE SCHEDULE OF PROJECTED PAYMENTS ARE NOT PROVIDED FOR ANY PURPOSE OTHER THAN THE DETERMINATION OF U.S. HOLDERS' INTEREST ACCRUALS AND ADJUSTMENTS THEREOF AND DO NOT CONSTITUTE AN ASSURANCE BY THE ISSUER AS TO THE ACTUAL YIELD OF THE NOTES. THE ISSUER MAKES NO REPRESENTATION AS TO WHAT SUCH ACTUAL YIELD WILL BE, AND THE COMPARABLE YIELD DOES NOT NECESSARILY REFLECT THE EXPECTATIONS OF THE ISSUER REGARDING THE ACTUAL YIELD.

Amortisable Bond Premium

Generally, a U.S. Holder that purchases a Note for an amount that is in excess of the sum of all amounts payable on the Note after its acquisition date (other than payments of qualified stated interest) will be considered to have purchased the Note with "amortisable bond premium" equal to such excess. A U.S. Holder of such a Note will not be subject to OID and may elect to amortise such premium using a constant yield method over the remaining term of the Note and may offset qualified stated interest otherwise required to be included in respect of the Note with respect to an accrual period by the bond premium allocable to the accrual period. If the bond premium allocable to the accrual period exceeds the qualified stated interest allocable to the accrual period, the excess is treated as a bond premium deduction for the accrual period. However, the amount treated as a bond premium deduction is limited to the amount by which the U.S. Holder's total interest inclusions on the Note in prior accrual periods exceed the total amount treated by the U.S. Holder as a bond premium deduction on the Note in prior accrual periods. If the bond premium allocable to an accrual period exceeds the sum of the qualified stated interest allocable to the accrual period and the amount treated as a bond premium deduction for the accrual period as described above, the excess is carried forward to the next accrual period and is treated as bond premium allocable to that period. Special rules apply for determining the amortisation of bond premium on Notes that are classified as "variable rate debt instruments", Notes that provide for certain alternative payment schedules, and Notes that provide for certain contingencies (including optional redemption features). Any election to amortise bond premium with respect to any Note (or other general debt obligations) applies to all taxable debt obligations held by the U.S. Holder at the beginning of the first taxable year to which the election applies and to all debt obligations thereafter acquired in such taxable year and all subsequent tax years. The election may not be revoked without the consent of the IRS.

Market Discount

If a U.S. Holder purchases a Note (other than a Short-Term Note) for an amount that is less than its stated redemption price at maturity or, in the case of a Discount Note, its adjusted issue price, the amount of the difference will be treated as market discount for U.S. federal income tax purposes, unless this difference is less than a specified de minimis amount. For this purpose, the "adjusted issue price" of a Note generally equals its issue price, increased by the amount of any OID that has accrued on the Note and decreased by the amount of any payments previously made on the Note that were not qualified stated interest payments. Additionally, for this purpose the "stated redemption price at maturity" (as defined above) is decreased by the amount of any payments previously made on the Note that were not qualified stated interest.

A U.S. Holder will be required to treat any principal payment (or, in the case of a Discount Note, any payment that does not constitute qualified stated interest) on, or any gain on the sale, exchange, retirement or other disposition of a Note, including disposition in certain non-recognition transactions, as ordinary income to the extent of the market discount accrued on the Note at the time of the payment or disposition unless this market discount has been previously included in income by the U.S. Holder pursuant to an election by the U.S. Holder to include market discount in income as it accrues. An election to include market discount in income as it accrues applies to all debt instruments with market discount acquired by the electing U.S. Holder on or after the first day of the first taxable year to which such election applies and may not be revoked without the consent of the IRS. In addition, a U.S. Holder that does not elect to include market discount in income currently may be required to defer, until the maturity of the Note or its earlier disposition (including certain non-taxable transactions), the deduction of all or a portion of the interest expense on any indebtedness incurred or maintained to purchase or carry such Note.

Market discount will accrue on a straight line basis unless a U.S. Holder makes an election on a Note to accrue on the basis of a constant yield. This election is irrevocable once made.

Sale, Exchange or Retirement of a Note

Except as discussed above, upon the sale, exchange or retirement of a Note, a U.S. Holder generally will recognise taxable gain or loss equal to the difference between the amount realised on the sale, exchange or retirement (other than amounts representing accrued and unpaid interest, which amounts will be taxable as ordinary income) and such U.S. Holder's adjusted tax basis in the Note. A U.S. Holder's adjusted tax basis in a Note generally will equal such U.S. Holder's initial investment in the Note increased by any OID or market discount included in income, decreased by the amount of any payments that are not payments of qualified stated interest and any amortisable bond premium applied to reduce interest income with respect to such Note. Such gain or loss generally will be long-term capital gain or loss if the Note has been held by such U.S. Holder for more than one year at the time of such sale, exchange or retirement.

Certain of the Notes may be redeemable at the option of the Issuer prior to their stated maturity and/or may be repayable at the option of the investor prior to their stated maturity. Notes containing such features may be subject to the rules that differ from the general rules discussed above. U.S. Holders intending to purchase Notes with such features should consult their own tax advisers regarding the U.S. federal income tax consequences to them of the purchase, holding and disposition of such Notes, since the OID consequences will depend, in part, on the particular terms and features of such Notes.

Reference Rate Modification

The terms of the Notes provide that, in certain circumstances, an Original Reference Rate may be replaced by a Successor Rate or an Alternative Reference Rate. Any such replacement might be treated for U.S. federal income tax purposes as a deemed disposition of Notes by a U.S. Holder in exchange for new notes. As a result of this deemed disposition, a U.S. Holder could be required to recognise capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the fair market value at that time of the U.S. Holder's Notes, and the U.S. Holder's tax basis in those Notes.

The relevant U.S. Treasury Regulations set forth certain safe harbours pursuant to which replacing a rate based on IBORs with an alternative method or index would not result in a deemed exchange. No assurances can be given that a replacement of an Original Reference Rate with a Successor Rate or an Alternative Reference Rate will not result in a deemed exchange for U.S. federal income tax purposes.

U.S. Holders should consult their tax advisers concerning the U.S. federal income tax consequences to them of a replacement of an Original Reference Rate with a Successor Rate or an Alternative Reference Rate with respect to the Notes.

Foreign Currency Notes

The following summary relates to Notes that are denominated in a currency other than the U.S. Dollar ("Foreign Currency Notes"). It does not apply to U.S. Holders whose functional currency is not the U.S. Dollar.

Payments of Interest in a Foreign Currency

Cash Method

A U.S. Holder that uses the cash method of accounting for U.S. federal income tax purposes and receives a payment of interest on a Note (other than OID) will be required to include in income the U.S. Dollar value of the foreign currency payment (determined on the date such payment is actually or constructively received) regardless of whether the payment is in fact converted to U.S. Dollars at that time, and such U.S. Dollar value will be the U.S. Holder's tax basis in such foreign currency.

Accrual Method

A U.S. Holder who uses the accrual method of accounting for U.S. federal income tax purposes, or who otherwise is required to accrue interest prior to receipt, will be required to include in income the U.S. Dollar value of the amount of interest income (including OID and reduced by amortisable bond premium to the extent applicable) that has accrued or is otherwise required to be taken into account with respect to a Note during an accrual period. The U.S. Dollar value of such accrued income will be determined by translating such income at the average rate of exchange for the accrual period or, with respect to an accrual period that spans two taxable years, at the average rate for the partial period within each taxable year. A U.S. Holder may elect, however, to translate such accrued interest income using the rate of exchange on the last day of the accrual period or, with respect to an accrual period that spans two taxable years, using the rate of exchange on the last day of the first taxable year. If the last day of an accrual period is within five (5) business days of the date of receipt of the accrued interest, a U.S. Holder may translate such interest using the rate of exchange on the date of receipt. The above election will apply to other obligations held by the U.S. Holder and may not be revoked without the consent of the IRS. Prior to making such an election, U.S. Holders of Notes should consult their own tax advisers as to the consequences resulting from such an election with respect to their own particular circumstances.

A U.S. Holder will recognise exchange gain or loss (which will be treated as U.S. source ordinary income or loss) with respect to accrued interest income on the date such income is received. The amount of ordinary income or loss recognised will equal the difference, if any, between the U.S. Dollar value of the foreign currency payment received (determined on the date such payment is received) in respect of such accrual period and the U.S. Dollar value of interest income that has accrued during such accrual period (as determined above).

Market Discount

Market discount that is accrued by a U.S. Holder on a foreign currency Note will be accrued in such foreign currency. If the U.S. Holder elects to include market discount in income currently, the accrued market discount will be translated into U.S. Dollars at the average exchange rate for the accrual period (or portion thereof within the U.S. Holder's taxable year). Upon the receipt of an amount attributable to accrued market discount, the U.S. Holder may recognise U.S. source exchange gain or loss (taxable as ordinary income or loss) determined in the same manner as for accrued interest or OID. A U.S. Holder that does not elect to include market discount in income currently will recognise, upon the disposition or maturity of the Foreign Currency Note, the U.S. Dollar value of the amount accrued, calculated at the spot rate of exchange on that date, and no part of this accrued market discount will be treated as exchange gain or loss.

Purchase, Sale, Exchange and Retirement of Notes

A U.S. Holder that purchases a Note with previously owned foreign currency will recognise ordinary income or loss in an amount equal to the difference, if any, between such U.S. Holder's tax basis in the foreign currency and the U.S. Dollar fair market value of the foreign currency used to purchase the Note, determined on the date of purchase.

Generally, upon the sale, exchange or retirement of a Note, a U.S. Holder will recognise taxable gain or loss equal to the difference between the amount realised on the sale, exchange or retirement and such U.S. Holder's adjusted tax basis in the Note. Subject to the discussions above and below, such gain or loss generally will be capital gain or loss and will be long-term capital gain or loss if at the time of sale, exchange or retirement the Note has been held by such U.S. Holder for more than one year. To the extent the amount realised represents accrued but unpaid interest, however, such amounts must be taken into account as ordinary interest income, with exchange gain or loss computed as described in "— Payments of Interest in a Foreign Currency" above. If a U.S. Holder receives foreign currency on such a sale, exchange or retirement, the amount realised will be based on the U.S. Dollar value of the foreign currency on the date the payment is received or the instrument is disposed of (or deemed disposed of). A U.S. Holder's adjusted tax basis in a Note will equal the cost of the Note to such U.S. Holder, increased by the amounts of any OID previously included in income by the U.S. Holder with respect to such Note and reduced by any amortised acquisition or other premium and any principal payments received by the U.S. Holder. A U.S. Holder's tax basis in a Note, and the amount of any subsequent adjustments to such U.S. Holder's tax basis, will be the U.S. Dollar value of the foreign currency amount paid for such Note, or of the foreign currency amount of the adjustment, determined on the date of such purchase or adjustment.

Gain or loss realised upon the sale, exchange or retirement of a Note that is attributable to fluctuations in currency exchange rates will be U.S. source ordinary income or loss which will not be treated as interest income or expense. Gain or loss attributable to fluctuations in exchange rates will equal the difference between the U.S. Dollar value of the foreign currency principal amount of the Note, determined on the date such payment is received or the Note is disposed of, and the U.S. Dollar value of the foreign currency principal amount of the Note, determined on the date the U.S. Holder acquired the Note. Such foreign currency gain or loss (together with any foreign currency gain or loss attributable to accrued and unpaid interest (including OID)) will be recognised only to the extent of the total gain or loss realised by the U.S. Holder on the sale, exchange or retirement of the Note.

OID

In the case of a Discount Note or Short-Term Note, (i) OID is determined in units of the foreign currency, (ii) accrued OID is translated into U.S. Dollars as described in "— Payments of Interest in a Foreign Currency — Accrual Method" above and (iii) the amount of foreign currency gain or loss on the accrued OID is determined by comparing the amount of income received attributable to the discount (either upon payment, maturity or an earlier disposition), as translated into U.S. Dollars at the rate of exchange on the date of such receipt, with the amount of OID accrued, as translated above.

Amortisable Bond Premium

Amortisable bond premium on a Note will be computed in the units of the foreign currency in which the Note is denominated (or in which the payments are determined). Amortisable bond premium properly taken into account will reduce the interest income in units of the foreign currency. Exchange gain or loss is realised with respect to the bond premium with respect to a Note issued with amortisable bond premium by treating the portion of premium amortised with respect to any period as a return of principal. With respect to any U.S. Holder that does not elect to amortise bond premium, the amount of bond premium will constitute a market loss when the bond matures.

Exchange of Foreign Currencies

A U.S. Holder will have a tax basis in any foreign currency received as interest or on the sale, exchange or retirement of a Note equal to the U.S. Dollar value of such foreign currency, determined at the time the interest is received or at the time of the sale, exchange or retirement. Any gain or loss realised by a U.S. Holder on a sale or other disposition of foreign currency (including its exchange for U.S. Dollars or other use) will be U.S. source ordinary income or loss.

Foreign Tax Credit

The total gross amount of interest, OID, plus any additional amounts (pursuant to Condition 7 (Taxation)) with respect thereto, will constitute interest income subject to U.S. federal income tax. This amount will be considered income from sources outside the United States, and, with certain exceptions, will be grouped together with other items of "passive" income for purposes of computing the foreign tax credit allowable to a U.S. Holder. However, the foreign tax credit rules are very complex and have imposed additional requirements and limitations, which may limit a U.S. Holder's ability to claim a U.S. foreign tax credit in respect of any United Kingdom taxes withheld (as regards the current expected United Kingdom withholding tax treatment, please see the comments in "United Kingdom Taxation"). Recent IRS guidance provides temporary relief from some of these additional requirements and limitations, subject to certain requirements being met, until further notice by the IRS. Prospective purchasers should consult their tax advisers concerning the foreign tax credit implications of the payment of United Kingdom taxes.

The amount of foreign tax withheld on this gross amount will be considered to be a foreign income tax that may either be deducted when computing U.S. federal taxable income or, subject to limitations personal to the U.S. Holder, claimed as a credit against U.S. federal income tax liability. A U.S. Holder may be required to provide the IRS with a certified copy of the receipt evidencing payment of withholding tax imposed in respect of payments on a Note in order to claim a foreign tax credit in respect of such foreign withholding tax.

Non-U.S. Holders of Notes

Subject to the discussion of backup withholding and FATCA below, (a) payment of principal, premium, redemption amount and interest by the Issuer or any paying agent to a Non-U.S. Holder will not be subject to U.S. federal income or withholding tax, provided that such Non-U.S. Holder provides the Issuer, when necessary, with appropriate documentation evidencing its status as a Non-U.S. Holder, (b) gain realised by a Non-U.S. Holder on the sale or redemption of the Notes is not subject to U.S. federal income tax or withholding tax and (c) the Notes are not subject to U.S. federal estate tax if held by an individual who was a Non-U.S. Holder at the time of his death. Special rules may apply in the case of Non-U.S. Holders (i) that are engaged in a U.S. trade or business, (ii) that are former citizens or long-term residents of the United States, "controlled foreign corporations", "passive foreign investment companies", corporations which accumulate earnings to avoid U.S. federal income tax, and certain foreign charitable organisations, each within the meaning of the Code, or (iii) certain non-resident alien individuals who are present in the United States for one hundred and eighty-three (183) days or more during a taxable year. Such persons are urged to consult their U.S. tax advisers before purchasing Notes.

Information Reporting and Backup Withholding

For each calendar year in which the Notes are outstanding, each DTC participant or indirect participant holding an interest in a Note on behalf of a beneficial owner of a Note and each paying agent making payments in respect of a Registered Note will generally be required to provide the IRS with certain information, including such beneficial owner's name, address, taxpayer identification number (either such beneficial owner's Social Security number, its employer identification number or its IRS individual taxpayer identification number, as the case may be), and the aggregate amount of interest (including OID) and principal paid to such beneficial owner during the calendar year. These reporting requirements, however, do not apply with respect to certain beneficial owners, including corporations, securities broker dealers, other financial institutions, tax exempt organisations, qualified pension and profit-sharing trusts and individual retirement accounts.

In the event that a beneficial owner of a Note fails to establish its exemption from such information reporting requirements or is subject to the reporting requirements described above and fails to supply its correct taxpayer identification number in the manner required by applicable law, or underreports its tax liability, as the case may be, the DTC participant or indirect participant holding such interest on behalf of such beneficial owner or paying agent making payments in respect of a Note may be required to "backup" withhold a tax on each payment of interest and principal with respect to Notes. This backup withholding tax is not an additional tax and may be credited against the beneficial owner's U.S. federal income tax liability if the required information is furnished to the IRS in a timely manner. Compliance with the certification procedures contained in IRS Forms W-8BEN, W-8BEN-E, W-8ECI or W-8EXP, as appropriate, will establish an exemption from information reporting and backup withholding for those Non-U.S. Holders who are not otherwise exempt recipients. Certain U.S. Holders are generally not subject to backup withholding. U.S. Holders should consult their advisers as to their qualification for exemption from backup withholding.

U.S Holders should consult their own tax advisers regarding any reporting requirements they may have as a result of their acquisition, ownership or disposition of the Notes.

Reportable Transactions

A U.S. taxpayer that participates in a "reportable transaction" will be required to disclose its participation to the IRS. The scope and application of these rules is not entirely clear. A U.S. Holder may be required to treat a foreign currency exchange loss from the Notes as a reportable transaction if the loss exceeds US\$50,000 in a single taxable year, if the U.S. Holder is an individual or trust, or higher amounts for other non-individual U.S. Holders. In the event the acquisition, holding or disposition of Notes constitutes participation in a reportable transaction for purposes of these rules, a U.S. Holder will be required to disclose its investment by filing Form 8886 with the IRS. A penalty in the amount of US\$10,000 in the case of a natural person and US\$50,000 in all other cases is generally imposed on any taxpayer that fails to timely file an information return with the IRS with respect to a transaction resulting in a loss that is treated as a reportable transaction. Accordingly, if a U.S. Holder realises a loss on any Note (or, possibly, aggregate losses from the Notes) satisfying the monetary thresholds discussed above, the U.S. Holder could be required to file an information return with the IRS, and failure to do so may subject the U.S. Holder to the penalties described above. In addition, the Issuer and its advisers may also be required to disclose the transaction to the IRS, and to maintain a list of U.S. Holders, and to furnish this list and certain other information to the IRS upon written request. Prospective purchasers are urged to consult their tax advisers regarding the application of these rules to the acquisition, holding or disposition of Notes.

Certain Reporting Requirements

Certain U.S. Holders that hold an interest in a specified foreign financial asset will be required to attach certain information regarding such assets to their income tax return for any year in which the aggregate value of all such assets exceeds a specified threshold amount. A "specified foreign financial asset" includes any depositary or custodial accounts at foreign financial institutions, non-publicly traded debt or equity interest in a foreign financial institution, and, to the extent not held in an account at a financial institution, (i) stocks or securities issued by non-U.S. persons, (ii) any financial instrument or contract held for investment that has an issuer or counterparty which is not a U.S. person, and (iii) any interest in a non-U.S. entity. Penalties may be imposed for the failure to disclose such information regarding specified foreign financial assets. U.S. Holders are advised to consult their tax advisers regarding the potential reporting requirements that may be imposed on them with respect to their ownership of the Notes.

Withholding of U.S. tax on account of FATCA

Pursuant to certain provisions of the Code, commonly known as FATCA ("FATCA"), a "foreign financial institution" (including an intermediary through which Notes are held) may be required to withhold at a rate of 30% on certain payments it makes ("foreign passthru payments") to persons that fail to meet certain certification, reporting, or related requirements. The Issuer is a foreign financial institution for these purposes. A number of jurisdictions (including the jurisdiction of the Issuer) have entered into, or have agreed in substance to, intergovernmental agreements (each an "IGA") with the United States to implement FATCA, which modify the way in which FATCA applies in their jurisdictions. Under the provisions of IGAs as currently in effect, a foreign financial institution in an IGA jurisdiction would generally not be required to withhold under FATCA or an IGA from payments that it makes. Certain aspects of the application of the FATCA provisions and IGAs to instruments such as the Notes, including whether withholding would ever be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, are uncertain and may be subject to change. Even if withholding would be required pursuant to FATCA or an IGA with respect to payments on instruments such as the Notes, such withholding would not apply prior to the second anniversary of the date on which U.S. Treasury Regulations defining the term "foreign passthru payments" are published in the U.S. Federal Register and Notes treated as debt for U.S. federal income tax purposes issued on or prior to the date that is six months after the date on which final regulations defining "foreign passthru payments" are filed with the U.S. Federal Register generally would be "grandfathered" for purposes of FATCA withholding unless materially modified after such date (including by reason of a substitution of the issuer). However, if additional Notes (as described under "Terms and Conditions of the Notes — Further Issues") that are not distinguishable from previously issued Notes are issued after the expiration of the grandfathering period and are subject to withholding under FATCA, then withholding agents may treat all Notes, including the Notes offered prior to the expiration of the grandfathering period, as subject to withholding under FATCA. Investors should consult their own tax advisers regarding how these rules may apply to their investment in the Notes. In the event any withholding would be required pursuant to FATCA or an IGA with respect to payments on the Notes, no person will be required to pay additional amounts as a result of the withholding.

NOTICE TO PURCHASERS OF 144A NOTES AND TRANSFER RESTRICTIONS

Because of the following restrictions, purchasers of Notes offered in the United States in reliance on Rule 144A are advised to consult legal counsel prior to making any offer, resale, pledge or transfer of such Notes.

Each prospective purchaser of Notes offered in reliance on Rule 144A (a "144A Offeree"), by accepting delivery of this Base Prospectus, will be deemed to have represented, agreed and acknowledged that it has received a copy of this Base Prospectus and such other information as it deems necessary to make an informed investment decision and that:

• (a) such 144A Offeree acknowledges that this Base Prospectus is personal to such 144A Offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire Notes other than pursuant to Rule 144A or in offshore transactions in accordance with Regulation S. Distribution of this Base Prospectus, or disclosure of any of its contents, to any person other than such 144A Offeree and those persons, if any, retained to advise such 144A Offeree with respect thereto and other persons meeting the requirements of Rule 144A or Regulation S is unauthorised, and any disclosure of any of its contents, without the prior written consent of the Issuer, is prohibited; and
• (b) such 144A Offeree agrees to make no photocopies of this Base Prospectus or any documents referred to herein.

Each purchaser of Notes in reliance on Rule 144A ("Restricted Notes") will be deemed to have represented and agreed as follows (terms used in this paragraph that are defined in Rule 144A are used herein as defined therein):

• (1) The purchaser (A) is a qualified institutional buyer within the meaning of Rule 144A, (B) is acquiring the Notes for its own account or for the account of such a qualified institutional buyer, and (C) such person is aware, and each beneficial owner of such Notes has been advised that the sale of the Notes to it is being made in reliance on Rule 144A.
• (2) The purchaser understands that the Rule 144A Notes are being offered only in a transaction not involving any public offering in the United States or with any securities regulatory authority of any state or other jurisdiction of the United States within the meaning of the Securities Act, and the Notes offered hereby have not been and will not be registered under the Securities Act and may not be reoffered, resold, pledged or otherwise transferred directly or indirectly except in accordance with the legend set forth below.
• (3) The purchaser understands that the Rule 144A Global Registered Notes, the Restricted Global Registered Notes and any U.S. Definitive Registered Notes issued in exchange for interests therein will bear a legend (the "Rule 144A Legend") to the following effect, unless the Issuer determines otherwise in accordance with applicable law:

"THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS.

THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR A PERSON PURCHASING FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION

PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), OR (4) TO THE ISSUER OR ITS AFFILIATES."

In addition, each purchaser of Restricted Notes acknowledges that the Issuer, the Registrar, the Dealers and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. If the purchaser is acquiring any Restricted Notes for the account of one or more qualified institutional buyers it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account.

Before any interest in a Note represented by a Restricted Global Registered Note may be offered, sold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in an Unrestricted Global Registered Note, it will be required to provide the Registrar with written certification (in the form scheduled to the Agency Agreement) as to compliance with the transfer restrictions referred to in subclauses (2) and (3) of the legend set forth above. See "Forms of Notes; Summary of Provisions Relating to the Notes while in Global Form".

Prospective purchasers are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

SUBSCRIPTION AND SALE

HSBC Bank plc and HSBC Continental Europe (each a "Dealer" and together, the "Dealers") have in a modified and restated dealer agreement dated on or about 16 May 2024 (the "Dealer Agreement", which expression includes any amendments and supplements thereto) agreed with the Issuer a basis upon which each Dealer may from time to time agree either as principal or agent of the Issuer to subscribe for or purchase, to underwrite or, as the case may be, to procure subscribers or purchasers for Notes. When entering into any such agreement to subscribe for or purchase, to underwrite, or as the case may be, to procure subscribers for or purchasers for any particular Series of Notes, the Issuer and the relevant Dealer(s) will agree details relating to the form of such Notes and the Conditions relating to such Notes, the price at which such Notes will be purchased by the relevant Dealers and the commissions or other agreed deductibles (if any) payable or allowable by the Issuer in respect of such subscription or purchase. The Dealer Agreement contains provisions for the Issuer to appoint other Dealers from time to time either generally in respect of the Programme or in relation to a particular Tranche of Notes.

General

No action has been or will be taken in any country or jurisdiction by the Issuer or the Dealers that would permit a public offering of Notes, or possession or distribution of any offering material in relation thereto, in any country or jurisdiction where action for that purpose is required. Persons into whose hands this Base Prospectus or any Final Terms comes are required by the Issuer and the Dealers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they subscribe for, purchase, offer, sell or deliver Notes or have in their possession or distribute such offering material, in all cases at their own expense.

The Dealer Agreement provides that the Dealers shall not be bound by any of the restrictions relating to any specific jurisdiction (set out below) to the extent that such restrictions shall, as a result of change(s) in, or change(s) in official interpretation of, after the date hereof, applicable laws and regulations, no longer be applicable but without prejudice to the obligations of the Dealers described in the first paragraph under the heading "General" above.

Selling restrictions may be supplemented or modified with the agreement of the Issuer. Any such supplement or modification will be set out in a supplement to this Base Prospectus. Each new Dealer so appointed will be required to represent, acknowledge (as applicable) and agree to the following selling restrictions as part of its appointment.

Prohibition of Sales to EEA Retail Investors

Unless the relevant Final Terms for each Tranche of Notes issued under this Programme specifies the "Prohibition of Sales to EEA Retail Investors" as "Not Applicable", each Dealer has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any retail investor in the EEA. For the purposes of this provision, the expression "retail investor" means a person who is one (or more) of the following:

• (a) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
• (b) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

United States of America

The Notes have not been and will not be registered under the Securities Act or any state securities laws, and accordingly may only be offered or sold within the United States to qualified institutional buyers as defined in Rule 144A under the Securities Act and outside the United States in offshore transactions (as defined in Regulation S under the Securities Act) to, or for the account or benefit of, non-U.S. persons (as defined in Regulation S under the Securities Act) in accordance with Regulation S under the Securities Act and in compliance with any applicable state securities laws.

Each Dealer has represented and agreed, or will represent and agree, that it has not offered or sold, and will not offer and sell, any Notes within the United States or to, or for the account or benefit of, U.S. persons (i) as part of its distribution at any time or (ii) otherwise until forty days after the completion of the distribution of the Tranche of which such Notes are a part (the "Distribution Compliance Period"), except in accordance with Rule 903 of Regulation S or in reliance on Rule 144A as provided below. Accordingly, each Dealer has represented and agreed that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts or any form of general solicitation or general advertising with respect to such Notes, and it and they have complied and will comply with the offering restrictions requirements of Regulation S. Each Dealer and its affiliates have also agreed that, at or prior to confirmation of sale of the Notes (other than sale of the Notes pursuant to Rule 144A), it will have sent to each Dealer, distributor or person receiving a selling concession, fee or other remuneration to which it sells Notes during the Distribution Compliance Period a confirmation or other notice setting forth the restrictions on offers and sales of the Notes within the United States or to, or for the account or benefit of, U.S. persons to substantially the following effect:

"The Notes covered hereby have not been registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (i) as part of their distribution at any time or (ii) otherwise until forty days after the completion of the distribution of the Tranche of Notes of which such Notes are a part, except in either case in accordance with Regulation S under, or pursuant to an available exemption from the registration requirements of, the Securities Act. Terms used above have the meaning given to them by Regulation S of the Securities Act."

Terms used in the above paragraph have the meanings given to them by Regulation S.

The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S. The Dealer Agreement provides that the Dealers may directly or through their respective U.S. brokerdealer affiliates arrange for the offer and resale of Notes within the United States only to qualified institutional buyers in reliance on Rule 144A.

(1) Each Dealer has agreed that it will not, acting either as principal or agent, offer or sell any Notes in the United States other than Notes in registered form bearing a restrictive legend thereon, and it will not, acting either as principal or agent, sell or resell any of such Notes (or approve the resale of any such Notes), except (A) inside the United States through a U.S. broker-dealer that is registered under the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), to institutional investors, each of which such Dealer reasonably believes is a "qualified institutional buyer" (as defined in Rule 144A under the Securities Act), or a fiduciary or agent purchasing Notes for the account of one or more qualified institutional buyers or (B) otherwise in accordance with the restrictions on transfer set forth in such Notes, the Dealer Agreement and this Base Prospectus.

Prior to the sale of any Notes in registered form bearing a restrictive legend thereof, the selling Dealer shall have provided each offeree that is a U.S. person (as defined in Regulation S) with a copy of this Base Prospectus in the form the Issuer and Dealers shall have agreed most recently shall be used for offers and sales in the United States.

(2) Each Dealer will represent and agree that in connection with each sale to a qualified institutional buyer it has taken or will take reasonable steps to ensure that the purchaser is aware that the Notes have not been and will not be registered under the Securities Act and that transfers of Notes are restricted as set forth herein and, in the case of sales in reliance upon Rule 144A, that the selling Dealer may rely upon the exemption provided by Rule 144A under the Securities Act.

In addition, until forty days after the commencement of the offering of any Tranche of Notes, an offer or sale of Notes of such Tranche within the United States by any dealer (whether or not participating in the offering of such Notes) may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A.

The Issuer and the Dealers reserve the right to reject any offer to purchase, in whole or in part, for any reason, or to sell less than the number of Notes which may be offered pursuant to Rule 144A. This Base Prospectus does not constitute an offer to any person in the United States or to any U.S. person other than any qualified institutional buyer within the meaning of Rule 144A to whom an offer has been made directly by one of the Dealers or an affiliate of one of the Dealers. Distribution of this Base Prospectus to any U.S. person or to any other person within the United States other than any qualified institutional buyer and those persons, if any, retained to advise such non-U.S. person or qualified institutional buyer with respect thereto, is unauthorised and any disclosure without the prior written consent of the Issuer of any of its contents to any such U.S. person or other person within the United States other than any qualified institutional buyer and those persons, if any, retained to advise such non-U.S. person or qualified institutional buyer, is prohibited.

The Bearer Notes are also subject to U.S. tax law requirements and may not be offered, sold or delivered within the United States or its possessions or to a U.S. person, except in certain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings given to them by the Code and regulations thereunder.

United Kingdom

Prohibition of Sales to UK Retail Investors

Unless the relevant Final Terms for each Tranche of Notes issued under this Programme specifies the "Prohibition of Sales to UK Retail Investors" as "Not Applicable", each Dealer has represented and agreed that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any retail investor in the UK. For the purposes of this provision, the expression "retail investor" means a person who is one (or more) of the following:

• (a) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the UK by virtue of the EUWA; or
• (b) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the UK by virtue of the EUWA.

Other regulatory restrictions

Each Dealer has represented and agreed that:

• (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA would not, if the Issuer was not an authorised person, apply to the Issuer; and
• (b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Notes in, from or otherwise involving the UK.

The Netherlands

Zero Coupon Notes (as defined below) in definitive form of the Issuer may only be transferred and accepted, directly or indirectly, within, from or into The Netherlands through the mediation of either the Issuer or a member firm of Euronext Amsterdam in full compliance with the Dutch Savings Certificates Act (Wet inzake spaarbewijzen) of 21 May 1985 (as amended) and its implementing regulations. No such mediation is required: (a) in respect of the transfer and acceptance of rights representing an interest in a Zero Coupon Note in global form, or (b) in respect of the initial issue of Zero Coupon Notes in definitive form to the first holders thereof, or (c) in respect of the transfer and acceptance of Zero Coupon Notes in definitive form between individuals not acting in the conduct of a business or profession, or (d) in respect of the transfer and acceptance of such Zero Coupon Notes within, from or into The Netherlands if all Zero Coupon Notes (either in definitive form or as rights representing an interest in a Zero Coupon Instrument in global form) of any particular Series or Tranche are issued outside The Netherlands and are not distributed into The Netherlands in the course of initial distribution or immediately thereafter.

As used herein, "Zero Coupon Notes" are Notes that are in bearer form and that constitute a claim for a fixed sum against the Issuer and on which interest does not become due during their tenor or on which no interest is due whatsoever.

Switzerland

The Notes are not subject to the approval of, or supervision by, the Swiss Financial Market Supervisory Authority ("FINMA") and investors in the Notes will not benefit from supervision by FINMA. Notes issued under the Programme do not constitute participations in a collective investment scheme within the meaning of the Swiss Federal Act on Collective Investment Schemes of 23 June 2006 ("CISA"), as amended. Notes issued under the Programme are neither issued nor guaranteed by a Swiss financial intermediary. Investors are exposed to the credit risk of the Issuer.

The Notes may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") and its implementing ordinance, the Swiss Federal Financial Services Ordinance ("FinSO"), and no application has or will be made to admit the Notes to trading on any trading venue (exchange or multilateral trading facility) in Switzerland. Neither this Base Prospectus nor any other offering or marketing material relating to the Notes constitutes a prospectus pursuant to FinSA. Consequently, this Base Prospectus and any other offering or marketing material relating to the Notes may only be publicly distributed or otherwise made publicly available in Switzerland:

• (a) if such offer is strictly limited to investors that qualify as professional clients ("Professional Clients", as set out below) according to Article 4 para. 3 FinSA and Article 5 para. 1 FinSO. Accordingly, the Notes may only be distributed or offered, and the Base Prospectus or any other marketing material relating to the Notes may be made available to Professional Clients in Switzerland; in this case, the offering of the Notes in, into or from Switzerland is then exempt from the requirement to prepare and publish a prospectus under FinSA; or
• (b) if such offer constitutes an exempt offer pursuant to specific provisions regarding exempt offers pursuant to Article 36 FinSA which (a) is addressed to less than 500 investors, (b) is only addressed to investors that purchase financial instruments in an amount of at least CHF 100,000 (or equivalent in other currencies), (c) has a minimum denomination of CHF 100,000 (or equivalent in other currencies), or (d) does not exceed the value of CHF 8 million (or equivalent in other currencies) calculated over a period of 12 months; in this case, the offering of the Notes in, into or from Switzerland is exempt from the requirement to prepare and publish a prospectus under FinSA.

Professional Clients in terms of FinSA specifically include:

• (a) Swiss regulated financial intermediaries such as banks, securities firms, fund management companies, asset managers of collective assets, portfolios managers, or trustees;
• (b) Swiss regulated insurance companies;
• (c) foreign entities which are subject to a prudential supervision under the laws of their incorporation of jurisdiction equivalent to that applicable to entities listed under paragraphs (a) and (b) above;
• (d) central banks;
• (e) public entities with professional treasury operations;
• (f) occupational pension schemes and other institutions whose purpose is to serve occupational pensions with professional treasury operations;
• (g) companies with professional treasury operations;
• (h) large companies; and
• (i) private investment structures with professional treasury operations created for high-net-worth private (retail) clients.

In addition, high-net-worth private (retail) clients and private investment structures created for them may declare that they wish to be treated as Professional Clients in accordance with Article 5 FinSA (opting out).

Notwithstanding the fact that such offering may not trigger the requirement to prepare a prospectus under FinSA, in the case of offerings of Notes that constitute debt instruments with a "derivative character" that will be made to private (retail) clients in, into or from Switzerland (as such expressions are understood under FinSA and FinSO), a key information document ("KID") prepared in accordance with FinSA and FinSO or in accordance with Regulation (EU) No 1286/2014 of the European Parliament and of the Council of 26 November 2014 on key information documents for packaged retail and insurance-based investment products (PRIIPs) must be made available.

Mainland China

Each of the Dealers has represented and agreed that the Notes may not be offered or sold directly or indirectly within mainland China (which excludes the Hong Kong and Macau Special Administrative Regions and Taiwan), except as permitted by applicable laws of mainland China. This Base Prospectus or any information contained or incorporated by reference herein does not constitute an offer to sell or the solicitation of an offer to buy any securities in mainland China. This Base Prospectus, any information contained herein or the Notes have not been, and will not be, submitted to, approved by, verified by or registered with any relevant governmental authorities in mainland China and thus may not be supplied to the public in mainland China or used in connection with any offer for the subscription or sale of the Notes in mainland China.

The Notes may only be invested in by investors in mainland China that are authorised to engage in the investment in the Notes of the type being offered or sold. Investors are responsible for informing themselves about and observing all legal and regulatory restrictions, obtaining all relevant governmental approvals, verifications, licences or registrations (if any) from all relevant governmental authoritiesin mainland China, including, but not limited to, the People's Bank of China, the State Administration of Foreign Exchange, the China Securities Regulatory Commission, the National Administration of Financial Regulation and their respective successor authorities and/or other relevant regulatory bodies, and complying with all relevant regulations in mainland China, including, but not limited to, any relevant foreign exchange regulations and/or overseas investment regulations.

Hong Kong

Each Dealer has represented and agreed that:

• (a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Notes other than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO; or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong (the "C(WUMP)O") or which do not constitute an offer to the public within the meaning of the C(WUMP)O; and
• (b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Notes which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the SFO and any rules made under the SFO.

Important Notice to CMIs (including private banks) pursuant to Paragraph 21 of The Hong Kong SFC Code of Conduct

This notice to CMIs (including private banks) is a summary of certain obligations the SFC Code imposes on CMIs, which require the attention and cooperation of other CMIs (including private banks). Certain CMIs may also be acting as OCs for the relevant CMI Offering and are subject to additional requirements under the SFC Code. The application of these obligations will depend on the role(s) undertaken by the relevant Dealer(s) in respect of each CMI Offering.

Prospective investors who are the directors, employees or major shareholders of the Issuer, a CMI or its group companies would be considered under the SFC Code as having an Association with the Issuer, the CMI or the relevant group company. CMIs should specifically disclose whether their investor clients have any Association when submitting orders for the relevant Notes. In addition, private banks should take all reasonable steps to identify whether their investor clients may have any Associations with the Issuer or any CMI (including its group companies) and inform the relevant Dealers accordingly.

CMIs are informed that, unless otherwise notified, the marketing and investor targeting strategy for the relevant CMI Offering includes institutional investors, sovereign wealth funds, pension funds, hedge funds, family offices and high net worth individuals, in each case, subject to the selling restrictions and any MiFID II product governance language or any UK MiFIR product governance language set out elsewhere in this Base Prospectus and/or the applicable Final Terms or Pricing Supplement.

CMIs should ensure that orders placed are bona fide, are not inflated and do not constitute duplicated orders (i.e. two or more corresponding or identical orders placed via two or more CMIs). CMIs should enquire with their investor clients regarding any orders which appear unusual or irregular. CMIs should disclose the identities of all investors when submitting orders for the relevant Notes (except for omnibus orders where underlying investor information may need to be provided to any OCs when submitting orders). Failure to provide underlying investor information for omnibus orders, where required to do so, may result in that order being rejected. CMIs should not place "X-orders" into the order book.

CMIs should segregate and clearly identify their own proprietary orders (and those of their group companies, including private banks as the case may be) in the order book and book messages.

CMIs (including private banks) should not offer any rebates to prospective investors or pass on any rebates provided by the Issuer. In addition, CMIs (including private banks) should not enter into arrangements which may result in prospective investors paying different prices for the relevant Notes. CMIs are informed that a private bank rebate may be payable as stated in the applicable Final Terms or Pricing Supplement, or otherwise notified to prospective investors.

The SFC Code requires that a CMI disclose complete and accurate information in a timely manner on the status of the order book and other relevant information it receives to targeted investors for them to make an informed decision. In order to do this, those Dealers in control of the order book should consider disclosing order book updates to all CMIs.

When placing an order for the relevant Notes, private banks should disclose, at the same time, if such order is placed other than on a "principal" basis (whereby it is deploying its own balance sheet for onward selling to investors). Private banks who do not provide such disclosure are hereby deemed to be placing their order on such a "principal" basis. Otherwise, such order may be considered to be an omnibus order pursuant to the SFC Code. Private banks should be aware that placing an order on a "principal" basis may require the relevant affiliated Manager(s) (if any) to categorise it as a proprietary order and apply the "proprietary orders" requirements of the SFC Code to such order and will result in that private bank not being entitled to, and not being paid, any rebate.

In relation to omnibus orders, when submitting such orders, CMIs (including private banks) that are subject to the SFC Code should disclose underlying investor information in respect of each order constituting the relevant omnibus order (failure to provide such information may result in that order being rejected). Underlying investor information in relation to omnibus orders should consist of:

• The name of each underlying investor;
• A unique identification number for each investor;
• Whether an underlying investor has any "Associations" (as used in the SFC Code);
• Whether any underlying investor order is a "Proprietary Order" (as used in the SFC Code);
• Whether any underlying investor order is a duplicate order.

Underlying investor information in relation to omnibus orders should be sent to the Dealers/Managers named in the relevant Final Terms or Pricing Supplement.

To the extent information being disclosed by CMIs and investors is personal and/or confidential in nature, CMIs (including private banks) agree and warrant: (A) to take appropriate steps to safeguard the transmission of such information to any OCs; and (B) that they have obtained the necessary consents from the underlying investors to disclose such information to any OCs. By submitting an order and providing such information to any OCs, each CMI (including private banks) further warrants that they and the underlying investors have understood and consented to the collection, disclosure, use and transfer of such information by any OCs and/or any other third parties as may be required by the SFC Code, including to the Issuer, relevant regulators and/or any other third parties as may be required by the SFC Code, for the purpose of complying with the SFC Code, during the bookbuilding process for the relevant CMI Offering. CMIs that receive such underlying investor information are reminded that such information should be used only for submitting orders in the relevant CMI Offering. The relevant Dealers may be asked to demonstrate compliance with their obligations under the SFC Code, and may request other CMIs (including private banks) to provide evidence showing compliance with the obligations above (in particular, that the necessary consents have been obtained). In such event, other CMIs (including private banks) are required to provide the relevant Dealer with such evidence within the timeline requested.

Singapore

Each Dealer has acknowledged that this Base Prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, each Dealer has represented and agreed that it has not offered or sold any Notes or caused the Notes to be made the subject of an invitation for subscription or purchase and will not offer or sell any Notes or cause the Notes to be made the subject of an invitation for subscription or purchase, and has not circulated or distributed, nor will it circulate or distribute, this Base Prospectus or any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the Notes, whether directly or indirectly, to any person in Singapore other than (i) to an institutional investor (as defined in Section 4A of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA")) pursuant to Section 274 of the SFA or (ii) to an accredited investor (as defined in Section 4A of the SFA) pursuant to and in accordance with the conditions specified in Section 275 of the SFA.

Japan

The Notes have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Law No. 25 of 1948, as amended) (the "FIEA") and, accordingly, each Dealer has undertaken that it will not offer or sell any Notes, directly or indirectly, in Japan or to, or for the benefit of, any Japanese Person or to others for re-offering or resale, directly or indirectly, in Japan or to, or for the benefit of, any Japanese Person except pursuant to an exemption from the registration requirements of, and otherwise under circumstances which will result in compliance with, the FIEA and any other applicable laws, regulations and ministerial guidelines promulgated by the relevant Japanese governmental and regulatory authorities and in effect at the relevant time. For the purposes of this paragraph, "Japanese Person" shall mean any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

Taiwan

Each Dealer has represented and agreed that, the Notes have not been and will not be registered or filed with, or approved by the Financial Supervisory Commission of the Republic of China and/or other regulatory authority or agency of Taiwan pursuant to relevant securities laws and regulations of Taiwan and may not be issued, offered, or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that requires a registration or filing with or approval of the Financial Supervisory Commission and/or other regulatory authority or agency of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the Notes in Taiwan.

GENERAL INFORMATION

• 1. The continuation of the Programme was authorised by a resolution of the Board of Directors of the Issuer passed on 19 March 2024.
• 1. The Notes have been accepted for clearance through Euroclear and Clearstream, Luxembourg. Each of the Final Terms will specify whether DTC or any other clearing system has accepted the relevant Notes for clearance. The Common Code, International Securities Identification Number (ISIN), CUSIP, Financial Instrument Short Name (FISN) and Classification of Financial Instruments (CFI) code (as applicable) in relation to the Notes of each Series will be set out in the relevant Final Terms.
• 1. Settlement arrangements will be agreed between the Issuer, the relevant Dealer and the relevant Principal Paying Agent or, as the case may be, the relevant Registrar in relation to each Tranche of Notes.
• 1. In relation to the Issuer, any transfer of, or payment in respect of, a Note or Coupon involving the government of any country which is at the relevant time the subject of United Nations sanctions, any person or body resident in, incorporated in or constituted under the laws of any such country or exercising public functions in any such country, or any person or body controlled by any of the foregoing or by any person acting on behalf of the foregoing, may be subject to restrictions pursuant to such sanctions.
• 1. For so long as Notes are capable of being issued under the Programme, the following documents may be inspected during normal business hours at the registered office of the Issuer or (where a website link is provided) at the website set out by each relevant document listed below for the 12 months from the date of this Base Prospectus:
  2. (a) the Agency Agreement;
  3. (b) the Trust Deed (website: www.hsbc.com (please follow links to 'Investors', 'Fixed income investors' and 'Issuance programmes'));
  4. (c) the up to date articles of the Issuer (website: www.hsbc.com (please follow links to 'Investors', 'Fixed income investors' and 'Issuance programmes')); and
  5. (d) 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 Trust Deed provides that the Trustee may rely on certificates or reports from the Auditors (as defined in the Trust Deed) and/or any other expert in accordance with the provisions of the Trust Deed whether or not any such certificate or report or engagement letter or other document entered into by the Trustee and the Auditors or such other expert in connection therewith contains any limit on liability (monetary or otherwise) of the Auditors or such other expert.
• 1. The Issuer will, at its registered office, make available for inspection during normal office hours, free of charge, upon oral or written request or at www.hsbc.com (please follow links to 'Investors', 'Fixed income investors' and 'Issuance programmes', with the exception of the documents referred to in paragraph 5(d) above, in relation to which please follow links to 'Investors', 'Results and announcements', 'All reporting' and 'Subsidiaries'), a copy of this Base Prospectus and any document incorporated by reference herein prepared in relation to the Programme, including the Registration Document (as defined above). Written or oral requests for such documents should be directed to the registered office of the Issuer.
• 1. Generally, any notice, document or information to be sent or supplied by the Issuer may be sent or supplied in accordance with the Companies Act (whether authorised or required to be sent or supplied by the Companies Act or otherwise) in hard copy form or in electronic form. If at any time, by reason of the suspension or curtailment of postal services within the UK, the Issuer is unable effectively to convene a general meeting by notices sent through the post, subject to the Companies Act, a general meeting may be convened by a notice advertised in

at least one UK national newspaper. Such notice shall be deemed to have been duly served on all members entitled thereto at noon on the day on which the advertisement first appears. In any such case the Issuer shall send confirmatory copies of the notice by post if at least seven (7) days prior to the meeting the posting of notices to addresses throughout the UK again becomes practicable.

• 1. Notices to the Noteholders are made in accordance with the terms and conditions of the relevant Notes.
• 1. The Legal Entity Identifier (LEI) code of the Issuer is MP6I5ZYZBEU3UXPYFY54.
• 1. As at the date of this Base Prospectus, details of the administrator(s) of the following key benchmarks appear on the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of the UK Benchmarks Regulation:

Benchmark	Administrator	Does the Administrator appear on the Register?
EURIBOR	European Money Markets Institute	Yes
SONIA	Bank of England	Does not appear As far as the Issuer is aware, such administrator does not fall within the scope of the UK Benchmarks Regulation by virtue of Article 2 of that regulation.
SOFR	Federal Reserve Bank of New York	Does not appear As far as the Issuer is aware, such administrator does not fall within the scope of the UK Benchmarks Regulation by virtue of Article 2 of that regulation.
€STR	European Central Bank	Does not appear As far as the Issuer is aware, such administrator does not fall within the scope of the UK Benchmarks Regulation by virtue of Article 2 of that regulation.

1. For the avoidance of doubt, the Issuer shall have no obligation to supplement this Base Prospectus after the end of its 12 month validity.

HEAD AND REGISTERED OFFICE OF THE ISSUER

HSBC Bank plc

8 Canada Square London E14 5HQ United Kingdom (Tel: +44 20 7991 8888)

TRUSTEE

The Law Debenture Trust Corporation p.l.c.

8th Floor 100 Bishopsgate London EC2N 4AG United Kingdom

PRINCIPAL PAYING AGENTS, REGISTRARS AND TRANSFER AGENTS

HSBC Bank plc

8 Canada Square London E14 5HQ United Kingdom

HSBC Bank USA, National Association

66 Hudson Boulevard East New York NY 10001 USA

ARRANGER

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom

DEALERS

HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom

HSBC Continental Europe 38, avenue Kléber

75116 Paris France

AUDITORS TO THE ISSUER

PricewaterhouseCoopers LLP 7 More London Riverside London SE1 2RT United Kingdom

LEGAL ADVISERS TO THE ISSUER

as to English law

Clifford Chance LLP 10 Upper Bank Street London E14 5JJ United Kingdom

as to United States law

Clifford Chance US LLP

31 W 52nd St New York NY 10019 United States

LEGAL ADVISERS TO THE ARRANGER, DEALERS AND TRUSTEE

as to English law

Linklaters LLP One Silk Street London EC2Y 8HQ United Kingdom