Final Terms dated: 26 February 2025

HSBC Bank plc

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

Programme for the Issuance of Notes and Warrants

Legal Entity Identifier (LEI): MP6I5ZYZBEU3UXPYFY54

Issue of

400,000 Notes (USD 3,700,000) Market Access Notes linked to ordinary shares issued by BOURSA KUWAIT SECURITIES (the "Underlying Security") due February 2026 (the "Notes")

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 of the Notes (the "Conditions") set forth in the Base Prospectus dated 24 May 2024 in relation to the above Programme, together with each supplement to the Base Prospectus relating to the Programme published by the Issuer after 24 May 2024 but before the issue date or listing date of the Notes, whichever is later, to which these Final Terms relate which together constitute a base prospectus ("Prospectus") for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). 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 such Prospectus. However, a summary of the issue of the Notes is annexed to these Final Terms.

EU PRIIPs REGULATION - 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 Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2016/97/EU (as amended, 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; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). 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.

UK 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 ("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 by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000, as amended ("FSMA") and any rules or regulations made under the FSMA to implement 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 by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law 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 SFA Product Classification: In connection with Section 309B of the Securities and Futures Act 2001, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 (the "CMP Regulations 2018") the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA), that the Notes are capital markets products other than "prescribed capital markets products" (as defined in the CMP Regulations 2018) and are Specified Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

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 Prospectus. The Prospectus is available for viewing during normal business hours at HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom and www.hsbc.com (please follow the links to 'Investors', 'Fixed income investors', 'Issuance programmes') and copies may be obtained from HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom.

1.	Issuer:	HSBC Bank plc
2.	Tranche Number:	1
3.	Settlement Currency:	United States Dollar ("USD")
4.	Aggregate Principal Amount of Notes admitted to trading:
	(i) Series:	400,000 Notes (USD 3,700,000)
	(ii) Tranche:	400,000 Notes (USD 3,700,000)
5.	Issue Price:	USD 9.25
6.	Denomination(s):	USD 9.25
7.	Issue Date:	26 February 2025
8.	Maturity Date:	27 February 2026

PROVISIONS RELATING TO ADDITIONAL PAYMENTS AND INTEREST (IF ANY) PAYABLE

9.	Default Rate:			SOFR plus 0.35%, compounded daily
				"SOFR" means the Secured Overnight Financing Rate administered by the Federal Reserve Bank of New York (or a successor administrator)
10.	Additional	Payments Underlying Index-Linked Notes	for	Not Applicable
	PROVISIONS RELATING TO REDEMPTION

11.	Percentage:	Redemption	1.00%
12.		Early Redemption Amount:	Fair Market Value
13.	(i)	Buy-Back provisions:	Applicable
	(ii)	Buy-Back Start Date:	As per the Conditions
	(iii)	Buy-Back End Date:	As per the Conditions
14.		Administration Fee:	Not Applicable

PROVISIONS APPLICABLE TO EQUITY-LINKED NOTES AND INDEX-LINKED NOTES

1. Provisions for Underlying Equity-Linked Notes: Applicable
(a) Underlying Security-Linked Notes: Applicable

	Underlying Securities (including ISIN or other security identification code)		Underlying Companies	Number of Underlying Securities per Note	Exchange(s)	Related Exchange(s)	Underlying Currency(ies)	China Connect Underlying / mainland China Underlying / mainland China Underlying that is B-Shares
	Ordinary shares issued by the Underlying Company: KW0EQ060 7022		BOURS A KUWAI T SECURI TIES	1	Boursa Kuwait Stock Exchange	None	KWD	Not Applicable
	(i)			Underlying Security(ies):		As specified in the above table
	(ii)		Underlying Company(ies):			As specified in the above table
	(iii)		Exchange(s):			As specified in the above table
	(iv)	Related Exchange(s): (v) Underlying Currencies:				As specified in the above table
						As specified in the above table
	(vi)	mainland China Underlying:			No
	(vii)	China Connect Underlying: mainland China Underlying that is B shares:			No
	(viii)				No
	(ix)	Additional Disruption Events:				Change in Law, Insolvency Filing, Hedging Disruption, Increased Cost of Hedging and Currency Event
(b)		Underlying Fund-Linked Notes:				Not Applicable
(c)		Underlying ETF-Linked Notes:				Not Applicable
16.		Provisions for Underlying Index Linked Notes:				Not Applicable
17.		Further provisions applicable to Underlying Index-Linked Notes:				Not Applicable
	VALUATION PROVISIONS
18.		Valuation Date(s):				20 February 2026

Valuation Time: The definition in the Conditions applies

GENERAL PROVISIONS APPLICABLE TO THE NOTES

20.		Form of Notes:	Registered Notes
21.		If issued in bearer form:	Not Applicable
22.		Exchange Date for exchange of Temporary Global Note:	Not Applicable
23.		If issued in registered form:	Applicable
		- Initially represented by:	Combined Global Registered Note
		- Combined Global Registered Note exchangeable at the option of the Issuer in circumstances where the Issuer would suffer a material disadvantage following a change of law or regulation:	Yes
24. Payments:
	(i)	Relevant Financial Centre Day:	New York
	(ii)	Business Centre(s):	New York and London
	(iii)	Payment of Alternative Payment Currency Equivalent:	Not Applicable
25.		Redenomination:	Not Applicable
26.		Supplementary Amount:	Not Applicable

CONFIRMED

HSBC BANK PLC

Richard John Seeley

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

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

PART B – OTHER INFORMATION

LISTING

1.	(i)	Listing:		Application will be made to admit the Notes to listing on the Official List of the United Kingdom Financial Conduct Authority. No assurance can be given as to whether or not, or when, such application will be granted.
	(ii)	Admission trading:	to	Application will be made for the Notes to be admitted to trading on the main market of the London Stock Exchange plc. No assurance can be given as to whether or not, or when, such

2. REASONS FOR THE OFFER AND USE OF PROCEEDS, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer and use of proceeds: See the "Use of Proceeds" section of the Base Prospectus

application will be granted.

(ii) Estimated net proceeds: USD 3,700,000
(iii) Estimated total expenses: GBP 675

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

Save for any fees payable to the Dealer(s), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue. The Dealer(s) and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

4. INFORMATION ABOUT THE UNDERLYING

Details of past and further performance and volatility of the Underlying Securities are obtainable from the following display pages on Bloomberg and such information does not form part of this document: BOURSA KK Equity HP (Source: Bloomberg Financial Markets Information Service). Additional details relating to the Underlying Securities and the issuer of the Underlying Securities are available on the following website of the issuer of such Underlying Securities: www.boursakuwait.com.kw. The Issuer confirms that the information sourced from Bloomberg Financial Markets Information Service and the website of the issuer of the Underlying Securities, BOURSA KK has been accurately reproduced. As far as the Issuer is aware and is able to ascertain from information available from such source, no facts have been omitted which would render the reproduced information inaccurate or misleading.

DISTRIBUTION

1. Method of distribution: Non-Syndicated
2. (i) If syndicated, names and addresses and underwriting commitment of Relevant Dealer/Lead Manager: Not Applicable

	(ii)	If syndicated, names and addresses and underwriting commitments of other Dealers/ Lead Managers (if any):	Not Applicable
	(iii)	Date of Subscription Agreement:	Not Applicable
	(iv)	Stabilising Manager(s) (if any):	Not Applicable
6.	If non-syndicated, name and address of Relevant Dealer:		HSBC Bank plc, 8 Canada Square, London E14 5HQ
7.	Additional selling restrictions:		Not Applicable
		OPERATIONAL INFORMATION
8.	ISIN:		XS3010585357
9.	Common Code:		301058535
10.	SEDOL:		BR3T3K3
11.	CUSIP:		Not Applicable
12.	Valoren Number:		Not Applicable
13.	Other identifier / code:		Not Applicable
14.	Clearing System:		Euroclear
15.	Common Depositary:		HSBC Bank plc
16.	Settlement procedures:		Medium Term Note
17.	Delivery:		Delivery against payment
18.	TEFRA Rules applicable to Bearer Notes:		TEFRA Not Applicable
19.	Additional U.S. federal income tax considerations:		Not Applicable. The Notes are not Section 871(m) Notes for the purpose of Section 871(m).
20.	Calculation Agent:		HSBC Bank plc
21.	Principal Paying Agent/Registrar/Issue Agent/Transfer Agent:		HSBC Bank plc
22.	(if any):	Additional Paying Agent(s)	Not Applicable

BENCHMARKS

Details of benchmarks administrators and registration under Benchmarks Regulation:

Not Applicable

TRANSFER RESTRICTIONS

AUSTRALIA

(I) NO PROSPECTUS OR OTHER DISCLOSURE DOCUMENT (AS DEFINED IN THE CORPORATIONS ACT) IN RELATION TO THE PROGRAMME OR THE NOTES HAS BEEN, OR WILL BE, LODGED WITH ASIC OR THE ASX. THE PURCHASER IS A "PROFESSIONAL INVESTOR" WITHIN THE MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT AND, UNLESS THE RELEVANT FINAL TERMS OTHERWISE PROVIDES, IN CONNECTION WITH THE DISTRIBUTION OF THE NOTES, IT:
- (A) SHALL NOT (DIRECTLY OR INDIRECTLY) OFFER OR INVITE APPLICATIONS FOR THE ISSUE, SALE OR PURCHASE OF THE NOTES IN, TO OR FROM AUSTRALIA (INCLUDING AN OFFER OR INVITATION WHICH IS RECEIVED BY A PERSON IN AUSTRALIA); AND
- (B) SHALL NOT DISTRIBUTE OR PUBLISH THIS BASE PROSPECTUS OR ANY OTHER OFFERING MATERIAL OR ADVERTISEMENT RELATING TO THE NOTES IN AUSTRALIA,

UNLESS:

I. EACH OFFEREE, AND ANY PERSON ON WHOSE ACCOUNT OR BEHALF AN OFFEREE IS ACTING, IS A "PROFESSIONAL INVESTOR" WITHIN THE MEANING OF SECTION 708(11) OF THE CORPORATIONS ACT; AND
II. SUCH ACTION COMPLIES WITH ALL APPLICABLE LAWS, REGULATIONS AND DIRECTIVES AND DOES NOT REQUIRE ANY DOCUMENT TO BE LODGED WITH ASIC OR ASX.

(II) THE AGGREGATE CONSIDERATION PAYABLE BY EACH OFFEREE OR INVITEE IS AT LEAST A\$500,000 (OR EQUIVALENT IN OTHER CURRENCIES, BUT DISREGARDING MONEYS LENT BY THE OFFEROR OR ITS ASSOCIATES) OR THE OFFER OR INVITATION OTHERWISE DOES NOT REQUIRE DISCLOSURE TO INVESTORS IN ACCORDANCE WITH PART 6D.2 AND PART 7.9 OF THE CORPORATIONS ACT AND COMPLIES WITH THE TERMS OF ANY AUTHORITY GRANTED UNDER THE BANKING ACT 1959 (CTH) OF AUSTRALIA OR COMPLIES WITH THE TERMS OF BANKING EXEMPTION NO. 1 OF 2018 DATED 21 MARCH 2018 PROMULGATED BY THE AUSTRALIAN PRUDENTIAL REGULATION AUTHORITY.

KOREA

ANY TRANSFER OF NOTES TO A KOREAN RESIDENT AS THE TERM IS DEFINED IN THE FOREIGN EXCHANGE TRANSACTION LAW OF THE REPUBLIC KOREA AND ITS PRESIDENTIAL DECREE SHALL GIVE THE ISSUER THE RIGHT TO COMPEL THE TRANSFEREE TO REDEEM ANY NOTES HELD BY SUCH TRANSFEREE.

MALAYSIA

ANY PLEDGE, SALE OR OTHER TRANSFER OF NOTES TO A PERSON THAT IS A MALAYSIAN RESIDENT AS THE TERM IS DEFINED IN THE PROSPECTUS SHALL GIVE THE ISSUER THE RIGHT TO COMPEL THE TRANSFEREE TO REDEEM ANY NOTES HELD BY SUCH TRANSFEREE. THE FOREGOING SHALL NOT APPLY TO ANY PLEDGE, SALE OR OTHERWISE TRANSFER OF NOTES WHERE:

(A) SUCH PLEDGE, SALE OR TRANSFER TO OR FOR THE BENEFIT OF A RESIDENT IS WHOLLY CONDUCTED OUTSIDE MALAYSIA; AND
(B) THE INVESTMENT BY SUCH PERSON IN THE NOTES IS IN ACCORDANCE WITH THE PROVISIONS OF THE MALAYSIAN FINANCIAL SERVICES ACT 2013 OR THE MALAYSIAN ISLAMIC FINANCIAL SERVICES ACT 2013 AND THE FOREIGN EXCHANGE POLICY ISSUED THEREUNDER, OR IN ACCORDANCE WITH RELEVANT APPROVALS OBTAINED FROM THE CENTRAL BANK OF MALAYSIA THEREUNDER, AS THE CASE MAY BE.

SRI LANKA

THE SALE OR TRANSFER OF NOTES TO A SRI LANKAN NATIONAL RESIDENT IN SRI LANKA (INCLUDING ENTITIES INCORPORATED IN SRI LANKA), CONTRARY TO THE SRI LANKAN FOREIGN EXCHANGE LAW SHALL GIVE THE ISSUER THE RIGHT TO COMPEL THE TRANSFEREE TO REDEEM ANY NOTES HELD BY SUCH TRANSFEREE.

TAIWAN

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED OR FILED WITH, OR APPROVED BY, THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN AND/OR OTHER REGULATORY AUTHORITY OR AGENCY OF TAIWAN PURSUANT TO RELEVANT SECURITIES LAWS AND REGULATIONS OF TAIWAN, THE NOTES MAY NOT BE ISSUED, OFFERED OR SOLD WITHIN TAIWAN THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCES WHICH CONSTITUTE AN OFFER WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE ACT OF TAIWAN THAT REQUIRES A REGISTRATION, FILING OR APPROVAL OF THE FINANCIAL SUPERVISORY COMMISSION OF TAIWAN AND/OR OTHER REGULATORY AUTHORITY OR AGENCY OF TAIWAN. NO PERSON OR ENTITY IN TAIWAN HAS BEEN AUTHORISED TO OFFER OR SELL THE NOTES IN TAIWAN.

UNITED STATES

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE STATE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. EACH PURCHASER OF THIS NOTE IS HEREBY NOTIFIED THAT THE SELLER OF THIS NOTE MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT THIS NOTE MAY NOT BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (A) IN THE UNITED STATES ONLY TO "QUALIFIED INSTITUTIONAL BUYERS" OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S) WHO ARE "QUALIFIED INSTITUTIONAL BUYERS" (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) AND (B) TO NON-U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")) IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, (C) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 (IF AVAILABLE) OR (D) TO THE ISSUER OR ITS AFFILIATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR THE RESALE OF NOTES REPRESENTED HEREBY. THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS NOTE FROM IT OF THE RESALE RESTRICTIONS REFERRED TO ABOVE.

EACH BENEFICIAL OWNER OF THIS NOTE OR AN INTEREST HEREIN AND ANY PARTY CAUSING THE BENEFICIAL OWNER TO PURCHASE OR HOLD ANY INTEREST IN THIS NOTE (SUCH AS AN INVESTMENT MANAGER), WILL BE DEEMED TO REPRESENT AND WARRANT (THE LATTER, IN ITS FIDUCIARY AND INDIVIDUAL CAPACITY) ON EACH DATE ON WHICH THE BENEFICIAL OWNER (OR ANY PARTY ON WHOSE BEHALF IT IS ACTING) ACQUIRES THIS NOTE THROUGH AND INCLUDING THE DATE ON WHICH THE BENEFICIAL OWNER (OR ANY PARTY ON WHOSE BEHALF IT IS ACTING) DISPOSES OF ITS INTEREST IN THIS NOTE THAT EITHER (A) SUCH BENEFICIAL OWNER IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE), AND IS NOT (AND FOR SO LONG AS IT HOLDS THIS NOTE OR AN INTEREST HEREIN WILL NOT BE) ACTING ON BEHALF OF A "BENEFIT PLAN INVESTOR" AS DEFINED IN SECTION 3(42) OF THE UNITED STATES EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") OR A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN WHICH IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SIMILAR TO THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE") (ANY SUCH LAW OR REGULATION, A "SIMILAR LAW"), INCLUDING ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS OF ANY BENEFIT PLAN INVESTOR OR GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, THE INCLUSION OF WHICH FOR PURPOSES OF ERISA OR ANY SIMILAR LAW, AS THE CASE MAY BE, WOULD RESULT IN SUCH ENTITY BEING DEEMED A BENEFIT PLAN INVESTOR OR A GOVERNMENTAL, CHURCH OR NON-U.S. PLAN, OR (B)(i) SUCH BENEFICIAL OWNER'S ACQUISITION, HOLDING AND DISPOSITION OF THIS NOTE OR AN INTEREST HEREIN DOES NOT AND WILL NOT CONSTITUTE A NON-EXEMPT PROHIBITED TRANSACTION IN VIOLATION OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE AS A RESULT OF SATISFYING ALL OF THE APPLICABLE CONDITIONS OF ONE OR MORE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 OR PTCE 96-23 ISSUED BY THE U.S. DEPARTMENT OF LABOR OR SECTION 408(b)(17) OF ERISA AND SECTION 4975(d)(20) OF THE CODE, OR SUCH OTHER PROHIBITED TRANSACTION EXEMPTION FOR WHICH THE PURCHASER OR TRANSFEREE (AND, IF APPLICABLE, ANY PERSON OR ENTITY ACTING ON BEHALF OF SUCH PURCHASER OR TRANSFEREE) DEMONSTRATES TO THE SATISFACTION OF THE ISSUER THAT ALL APPLICABLE CONDITIONS ARE SATISFIED (OR, IN THE CASE OF A GOVERNMENTAL, CHURCH PLAN OR NON-U.S. PLAN, WILL NOT RESULT IN A VIOLATION OF ANY SIMILAR LAW), AND (ii) IF IT IS A BENEFIT PLAN INVESTOR, (X) NONE OF THE ISSUER OR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR AFFILIATES ("TRANSACTION PARTIES") HAS PROVIDED ANY INVESTMENT RECOMMENDATION OR INVESTMENT ADVICE TO THE BENEFIT PLAN INVESTOR, OR ANY FIDUCIARY OR OTHER PERSON INVESTING ON BEHALF OF THE BENEFIT PLAN INVESTOR OR WHO OTHERWISE HAS DISCRETION OR CONTROL OVER THE INVESTMENT AND MANAGEMENT OF "PLAN ASSETS" (A "PLAN FIDUCIARY"), ON WHICH EITHER THE BENEFIT PLAN INVESTOR OR PLAN FIDUCIARY HAS RELIED IN CONNECTION WITH THE DECISION TO INVEST IN THIS NOTE OR AN INTEREST HEREIN, (Y) THE TRANSACTION PARTIES ARE NOT OTHERWISE ACTING AS A "FIDUCIARY", AS THAT TERM IS DEFINED IN SECTION 3(21) OF ERISA OR SECTION 4975(e)(3) OF THE CODE, TO THE BENEFIT PLAN INVESTOR OR PLAN FIDUCIARY IN CONNECTION WITH THE BENEFIT PLAN INVESTOR'S INVESTMENT IN THIS NOTE OR AN INTEREST HEREIN AND (Z) THE PLAN FIDUCIARY IS EXERCISING ITS OWN INDEPENDENT JUDGEMENT IN EVALUATING THE TRANSACTION. "BENEFIT PLAN INVESTORS" INCLUDE (1) ANY EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF ERISA), THAT IS SUBJECT TO PART 4 OF TITLE I OF ERISA, (2) ANY PLAN DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, INCLUDING, WITHOUT LIMITATION, INDIVIDUAL RETIREMENT ACCOUNTS AND KEOGH PLANS, THAT IS SUBJECT TO SECTION 4975 OF THE CODE AND (3) ANY ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY PURSUANT TO THE PLAN ASSET REGULATION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR, 29 C.F.R. § 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA.

VIETNAM

ANY PLEDGE, SALE OR OTHER TRANSFER OF NOTES TO A PERSON THAT IS A VIETNAMESE RESIDENT (OTHER THAN A QUALIFIED VIETNAMESE ENTITY) AS THE TERMS ARE DEFINED IN THE PROSPECTUS AND/OR THE FINAL TERMS SHALL GIVE THE ISSUER THE RIGHT TO COMPEL THE TRANSFEREE TO REDEEM ANY NOTES HELD BY SUCH TRANSFEREE.

ANNEX ADDITIONAL PROVISIONS NOT REQUIRED BY THE SECURITIES NOTE RELATING TO THE UNDERLYING

INFORMATION ABOUT THE SECURITY

The information set out in this Annex relating to BOURSA KUWAIT SECURITIES (the "Underlying Company") (Bloomberg: BOURSA KK) provides a brief discussion of the business of the Underlying Company and the split-adjusted high, low and end-of-period closing prices for each Security for each calendar quarter in the period from 30 September 2020 to 31 December 2024 and daily from 5 January 2025 to 24 February 2025. The Issuer confirms that the information set out in this Annex relating to the Underlying Security of the Underlying Company (the "Security") has been accurately reproduced from information available from the website of the issuer of the underlying Security, www.boursakuwait.com.kw and Bloomberg Financial Markets Information Service. As far as the Issuer is aware and is able to ascertain from information available from such source, no facts have been omitted which would render the reproduced information inaccurate or misleading.

1. Description of the Underlying Company (Source: Bloomberg Financial Markets Information Service)

The Underlying Company is incorporated in Kuwait.

The Underlying Company is BOURSA KUWAIT SECURITIES.

2. Listing

The Security is listed on the Boursa Kuwait Stock Exchange.

3. Historical prices

Date	Px High	Px Low	Px Last
30-09-2020	1210.00	990.00	1140.00
31-12-2020	1198.00	1011.00	1100.00
31-03-2021	1200.00	1091.00	1132.00
30-06-2021	1290.00	1092.00	1270.00
30-09-2021	1872.00	1270.00	1845.00
30-12-2021	2432.00	1800.00	2020.00
31-03-2022	2870.00	1992.00	2710.00
30-06-2022	2719.00	2007.00	2393.00
29-09-2022	2495.00	2060.00	2079.00
29-12-2022	2410.00	1880.00	2052.00
30-03-2023	2190.00	1772.00	1795.00
29-06-2023	1920.00	1760.00	1850.00
28-09-2023	2000.00	1800.00	1845.00
31-12-2023	1850.00	1641.00	1724.00
31-03-2024	2140	1705	2060
30-06-2024	2180	1836	2004
30-09-2024	2145	1972	2035
31-12-2024	2380	1907	2300

Date	Px High	Px Low	Px Last
24-02-2025	2975.00	2841.00	2855.00
23-02-2025	2960.00	2840.00	2850.00
20-02-2025	2945.00	2880.00	2916.00
19-02-2025	2945	2823	2940
18-02-2025	2870	2787	2869

17-02-2025	2849	2780	2780
16-02-2025	2913	2811	2878
13-02-2025	2928	2701	2884
12-02-2025	2774	2596	2706
11-02-2025	2669	2595	2637
10-02-2025	2665	2600	2653
09-02-2025	2700	2501	2655
06-02-2025	2522	2488	2522
05-02-2025	2510	2483	2510
04-02-2025	2559	2480	2490
03-02-2025	2540	2455	2525
02-02-2025	2480	2420	2465
29-01-2025	2443	2393	2440
28-01-2025	2435	2406	2424
27-01-2025	2440	2400	2418
26-01-2025	2435	2376	2416
23-01-2025	2380	2321	2378
22-01-2025	2378	2315	2359
21-01-2025	2393	2335	2378
20-01-2025	2398	2320	2340
19-01-2025	2405	2375	2380
16-01-2025	2429	2385	2405
15-01-2025	2430	2380	2418
14-01-2025	2439	2390	2396
13-01-2025	2438	2386	2409
12-01-2025	2443	2388	2436
09-01-2025	2418	2386	2411
08-01-2025	2409	2360	2405
07-01-2025	2379	2310	2358
06-01-2025	2370	2256	2360
05-01-2025	2339	2251	2251

The historical prices of a Security should not be taken as an indication of future performance, and no assurance can be given that the price of a Security will perform sufficiently from year to year to cause the holders of the Notes to receive any return on their investment.

ISSUE SPECIFIC SUMMARY: 400,000 Notes (USD 3,700,000) Market Access Notes linked to ordinary shares issued by BOURSA KUWAIT SECURITIES (the "Underlying Security") due February 2026 (the "Notes") ISSUED BY HSBC BANK PLC UNDER ITS PROGRAMME FOR THE ISSUANCE OF NOTES AND WARRANTS

SECTION A - INTRODUCTION

This summary should be read as an introduction to the prospectus for the Notes (as defined below) comprised of the base prospectus dated 24 May 2024 relating to the issuance of Market Access Notes and Warrants under the Programme for the Issuance of Notes and Warrants and the supplements thereto (the "Base Prospectus") and the final terms in relation to the Notes (the "Final Terms" and together with the Base Prospectus, the "Prospectus" in relation to the Notes). Any decision to invest in the Notes should be based on consideration of the Prospectus as a whole by the investor. Investors could lose all or part of their invested capital. Where a claim relating to the information contained in the Prospectus is brought before a court, the plaintiff investor might, under the relevant national law, have to bear the costs of translating the Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled this summary including any translation thereof, but only where this summary is misleading, inaccurate or inconsistent when read together with the other parts of the Prospectus or where it does not provide, when read together with the other parts of the Prospectus, key information in order to aid investors when considering whether to invest in the Notes.

(a) The Notes are called the 400,000 Notes (USD 3,700,000) Market Access Notes linked to ordinary shares issued by BOURSA KUWAIT SECURITIES (the "Underlying Security") due February 2026 (the "Notes") and the ISIN is XS3010585357.
(b) The Issuer is HSBC Bank plc and its LEI is MP6I5ZYZBEU3UXPYFY54. The Issuer can be contacted at its registered office as 8 Canada Square, London, E14 5HQ.
(c) The Issuer will apply for the admission of Notes on the Main Market of the London Stock Exchange. The Issuer's contact details are set out in paragraph (b) above.
(d) The competent authority for the purposes of the approval of the Base Prospectus and the Notes is the UK Financial Conduct Authority (the "FCA") having its head office at 12 Endeavour Square, London, E20 1JN and telephone number +44 (0)20 7066 1000.
(e) The Base Prospectus was approved on 24 May 2024.

SECTION B – KEY INFORMATION ON THE ISSUER

Who is the Issuer of the Notes?

(a) The Issuer, HSBC Bank plc, is a public limited company under the laws of England and Wales. The liability of its members is limited. HSBC Bank plc is registered in England and Wales under registration number 14259. The Issuer's LEI is MP6I5ZYZBEU3UXPYFY54.
(b) The Issuer and its subsidiaries form a UK head-quartered group (the "Group") and provide a comprehensive range of banking and related financial services. The Group divides its activities into three business segments: Global Banking and Markets; Commercial Banking; and Wealth and Personal Banking.
(c) The whole of the issued ordinary and preference share capital of the Issuer is owned by HSBC Holdings plc.
(d) The executive directors of the Issuer's board of directors are Michael Roberts (Chief Executive Officer) and Kavita Mahtani (Chief Financial Officer).
(e) The statutory auditors of the Issuer are PricewaterhouseCoopers LLP.

What is the key financial information regarding the Issuer?

The selected key financial information regarding the Issuer set out below has (except in the case of Senior Debt) been extracted without material adjustment from (i) the audited consolidated financial statement of the Issuer for the years ended 31 December 2023 and 31 December 2024 or (ii) the Issuer's Form 20-F dated 20 February 2025 (in the case of the capital ratios as of the relevant year end).

For the period (£m)	Footnote	Year Ended
		31 December 2023	31 December 2024
Net interest income	1	2,151	985
Net fee income		1,229	1,275
Change in expected credit losses and other credit impairment charges		(169)	(163)
Net income from financial instruments held for trading or managed on a fair value basis		3,395	4,726
Net operating income before change in expected credit losses and other credit impairment charges	2	7,506	7,473
Profit/(loss) before tax		2,152	2,068
Profit/(loss) attributable to the parent company		1,703	1,253
At period-end (£m)		As at 31 December 2023	As at 31 December 2024
Total assets		702,970	727,330
Debt securities in issue		13,443	19,461
Financial liabilities designated at fair value (debt securities in issue)	3	25,194	30,432
Trading liabilities (other debt securities in issue)	4	21	59
Subordinated liabilities		14,920	16,908
Loans and advances to customers		75,491	82,666
At period-end (£m)		As at 31 December 2023	As at 31 December 2024
Customer accounts		222,941	242,303
Total equity		24,505	27,053
Capital Ratios (%)	5, 6	As at 31 December 2023	As at 31 December 2024
Common equity tier 1		17.9	19.5
Total capital ratio		34.6	36.8
Leverage Ratio (fully phased in)	7	5.1	5.5

Interest income includes £17,467m (2023: £16,484m) of interest recognised on financial assets measured at amortised cost; £9m (2023: £42m) of negative interest recognised on financial liabilities and £1,944m (2023: £1,256m) of interest recognised on financial assets measured at fair value through other comprehensive income. Included within this is £97m (2023: £117m) interest recognised on impaired financial assets. Interest revenue calculated using the effective interest method comprises interest recognised on financial assets measured at either amortised cost or fair value through other comprehensive income. Interest expense includes £17,195m (2023: £14,226m) of interest on financial liabilities, excluding interest on financial liabilities held for trading or designated or otherwise mandatorily measured at fair value.
Net operating income before change in expected credit losses and other credit impairment charges is also referred to as 'revenue'.
In certain circumstances, the group records its own debt in issue at fair value.
Structured notes issued and certain other hybrid instruments are included within trading liabilities and are measured at fair value.
Unless otherwise stated, regulatory capital ratios and requirements are based on the transitional arrangements of the Capital Requirements Regulation in force at the time. These include the regulatory transitional arrangements for IFRS 9 'Financial Instruments'. References to EU regulations and directives (including technical standards) should, as applicable, be read as references to the UK's version of such regulation and/or directive, as onshored into UK law under the European Union (Withdrawal) Act 2018, and as may be subsequently amended under UK law.
From November 2023, HSBC reverted to the onshored UK version of closely correlated currency list (CIR(EU) 2019/2091) from the previously applied EBA list (CIR(EU) 2021/249). Comparative data have been represented.
Leverage metrics exclude central bank claims in accordance with the Prudential Regulation Authority's ('PRA') UK leverage framework.

What are the key risks that are specific to the Issuer?

All references to "Group" refer to the Issuer and its subsidiary undertakings.

Economic and market conditions and geopolitical developments may adversely affect the Group's financial condition and results

The Group's earnings are affected by global and local economic, financial and geopolitical changes. The Group has past experience of financial and operational loss sustained as a consequence of the economic cycle, financial crises and wars. The Group's earnings, operations and operating model have been and could be affected in future by the following factors: the economic cycle; inflation and monetary policy; financial stability; fiscal policy and high levels of government debt; and geopolitical risks. Any adverse changes could result in idiosyncratic losses; sector-wide impairment; reduced credit demand; a tightening of financial market conditions; and/or a write-down in the value of goodwill and intangibles. The occurrence of any of these events or circumstances could have a material adverse effect on the Group's business, financial condition, results of operations, prospects and customers.

The Group is subject to political, social and other risks in the countries in which it operates

The Group's operations are subject to potentially unfavourable political, social, environmental and economic developments in the jurisdictions in which the Group operates, which may include; coups, armed conflicts or acts of terrorism; political and/or social instability; geopolitical tensions; epidemics and pandemics; climate change, acts of God and natural disasters; and infrastructure issues, such as transportation and power failures. Each of the above could impact risk-weighted assets, and the financial losses caused by any of these risk events or developments could impair asset values and the creditworthiness of customers.

These risk events or developments may also give rise to disruption to the Group's services and some may result in physical damage to its operations and/or risks to the safety of its personnel and customers. Geopolitical tensions could have significant ramifications for the Group and its customers and could have a material adverse impact on the Group's strategy, business, customers, operations, financial results and reputation.

The Group is subject to financial and non-financial risks associated with Environmental, Social and Governance ('ESG') related matters, such as climate change, nature-related and human rights issues

ESG-related matters such as climate change, society's impact on nature and human rights issues bring risks to the Group's business, customers and wider society. If any of these risks materialise, this could have financial and non-financial impacts for the Group which could, in turn, have a material adverse effect on the business, financial condition, results of operations, reputation, prospects and strategy of the Group.

The Group relies on recruiting, retaining and developing appropriate senior management and skilled personnel

The Group's continued success and implementation of its strategy depend in part on the retention of key members of the Group's management team and wider employee base, and the availability of skilled management and personnel in each of the Group's businesses and functions. If business or functions fail to staff their operations appropriately or lose one or more of their key senior executives and fails to successfully replace them in a satisfactory and timely manner, or fail to implement successfully the organisational changes required to support the Group's strategy, the Group's business, financial condition, results of operations, prospects and reputation, including control and operational risks, could be materially adversely affected.

The Group is subject to numerous new and existing legislative and regulatory requirements, and to the risk of failure to comply with applicable regulations

The Group's businesses are subject to ongoing regulation, policies, voluntary codes of practice and interpretations in the UK, the EU and the other markets in which the Group operates. A number of regulatory changes affecting the Group's business have effects beyond the country in which they are enacted. In recent years, regulators and governments have focused on reforming both the prudential regulation of the financial services industry and the ways in which the business of financial services is conducted. The measures taken include enhanced capital, liquidity and funding requirements, the separation or prohibition of certain activities by banks, changes in the operation of capital markets activities, the introduction of tax levies and transaction taxes and changes in compensation practices. With regard to the non-financial risk agenda, there is a focus on customers and markets, payments and e-money, digital and artificial intelligence ('AI'), ESG including governance, and operational resilience. Such regulatory changes could have a material effect on the Group's business, financial condition, results of operations, prospects, capital position, reputation and strategy.

The Group could incur losses or be required to hold additional capital as a result of model limitations or failure

The Group uses models for a range of purposes in managing its business, including regulatory capital calculations, stress testing, credit approvals, calculation of ECLs on an IFRS 9 basis, financial crime and fraud risk management and financial reporting. The Group could face adverse consequences as a result of decisions that may lead to actions by management based on models that are poorly developed, implemented or used, or as a result of the modelled outcome being misunderstood, or the use of modelled information for purposes for which it was not designed, or by inherent limitations arising from the uncertainty inherent in predicting or estimating future outcomes. If regulatory approval for key capital models is not achieved in a timely manner or if those models are subject to negative feedback from regulators, the Group could be required to hold additional capital. Risks arising from the use of models, could have a material adverse effect on the Group's business, financial condition, results of operations, prospects and capital position and reputation.

The delivery of the Group's strategic actions is subject to execution risk and the Group may not achieve all of the expected benefits of its strategic initiatives

The Group's strategy has been impacted by the global economic, geopolitical, legal and regulatory environment. The Group has taken into consideration global trends such as technology, customer needs and competition. The development and implementation of the Group's strategy requires difficult, subjective and complex judgements, including forecasts of economic conditions in various countries. The Group may fail to correctly identify the relevant factors in making decisions as to capital deployment and cost reduction. The Group may also encounter unpredictable changes in the external environment that are unfavourable to its strategy, such as the Russia-Ukraine war. The Group's ability to execute strategic change may be limited by its operational capacity, effectiveness of its change management controls, challenges in integrating any newly acquired businesses into the Group's business and instituting and maintaining appropriate transitional arrangements and the potential for unforeseen changes in the market and/or regulatory environment in which it operates. The European economic outlook continues to remain uncertain due to the likelihood of relatively modest economic growth in the near to medium term, inflation, changes in legislation and geopolitical tensions. Therefore, there remains a risk that, in this uncertain economic environment, the Group's cost and investment actions and any internal reorganisation may not be sufficient to achieve the Group's expected benefits. This could have a material adverse effect on the Group's customers, business, financial condition, prospects, operational resilience and reputation.

SECTION C – KEY INFORMATION ON THE NOTES

What are the main features of the Notes?

(a) The Notes do not bear interest.
(b) The Notes are "Underlying Security-Linked Notes" in relation to which payments are linked to an underlying security (the "Underlying").

Noteholders will receive two types of payment in respect of the Notes: the "Final Redemption Amount" and/, any "Additional Payments", each as detailed below.

The Final Redemption Amount will be the greater of 0.03 per cent. of the issue price per Note and the Net Realisable Sale Price per Note. The Net Realisable Sale Price shall be the Realisable Sale Price per Note less the Administration Fee. The Realisable Sale Price per Note will be equal to:

(i) if the Issuer or any of its affiliate(s) hold Underlying Securities and dispose of them, the amount per Note received from such disposal;
(ii) if neither the Issuer nor any of its affiliate(s) hold Underlying Securities but is party to a hedge or other arrangement relating to the Notes being redeemed, the effective price at which such hedge or other arrangement was realised or unwound,; or
(iii) if neither the Issuer nor any of its affiliate(s) hold Underlying Securities nor are party to a hedge or other arrangement relating to the Notes being redeemed, the amount per Note a notional, direct holder of Underlying Securities would receive from disposing of them on expiry,

in each case, less any costs and converted into the currency of the Notes (if applicable).

If, during the period from and including the Issue Date to but including the final valuation date in relation to the Notes, the Underlying Securities are marked on the relevant exchange as ex-dividend or ex-distribution, then, where in the determination of the Calculation Agent, such dividend or distribution is to be paid, the Issuer shall make an Additional Payment per Note calculated as follows:

(i) if the Issuer or its affiliate(s) hold such Underlying Securities, the aggregate amount of the net cash dividend or distribution received;
(ii) if the Issuer or its affiliate(s) hold a hedge or other arrangement for the purposes of performing its obligations under the Notes, the net cash dividend or distribution equivalent payment received under the hedge or other arrangement;
(iii) if the Issuer or its affiliate(s) do not hold such Underlying Securities or are not party to a hedge or other arrangement relating to the Notes, the net amount a notional, direct holder of Underlying Securities would receive by way of cash dividend or distribution; or
(iv) if a non-cash dividend or distribution is made, the Issuer may in its absolute discretion, pay to the Noteholders the net cash value of such non-cash dividend or distribution or, if the Issuer or its affiliate(s) holds a hedge or other arrangement relating to the Notes, the net cash adjustment or settlement received in respect of such non-cash dividend or distribution under such hedge or other arrangement, in respect of the underlying securities, such as an issue of warrants or preference shares,

in each case, less any costs and converted into the currency of the Notes (if applicable).

Adjustments in respect of the Underlying

The occurrence of a Potential Adjustment Event or an Extraordinary Event in relation to the Underlying may result in adjustments to the conditions of the Notes or early redemption of the Notes.

(c) The Notes are series PALMS 1965, tranche 1 and will be represented by a combined global registered note deposited with and registered in the name of a common depositary (or its nominee) for Euroclear Bank SA/NV ("Euroclear") and/or Clearstream Banking S.A. ("Clearstream, Luxembourg"). The ISIN of the Notes is XS3010585357.
(d) The settlement currency of the Notes is USD (the "Settlement Currency"). The aggregate principal amount of the Notes to be issued is USD 3,700,000. The denomination of the Notes is USD 9.25. The Maturity Date of the Notes is 27 February 2026.
(e) Rights attaching to the Notes:

Early redemption for illegality - If the Calculation Agent determines that the performance of the Issuer's obligations has become unlawful or impracticable in whole or in part for any reason, the Issuer will be entitled to redeem the Notes and pay the relevant investor an amount per Note equal to the fair market value of such Note or such other amount specified in the Final Terms.

Early redemption for taxation reasons- If the Issuer were required under the terms and conditions of the Notes (as applicable) (the "Conditions") to pay additional amounts in respect of tax, the Issuer may subject to prior notice to the holders of such Notes, redeem all but not some only, of such Notes and pay the relevant investor an amount per Note equal to the fair market value of such Note or such other amount specified in the relevant Final Terms.

Modification and substitution - Modifications to the Conditions may be made without the consent of any holders of Notes to cure any ambiguity or manifest error or correct or supplement any Conditions provided that: (i) the modification is not materially prejudicial to the interest of holders of Notes; (ii) the modification is of a formal, minor or technical nature or is to correct a manifest error or is to comply with mandatory provisions of the law of the Issuer's jurisdiction of incorporation; or (iii) the modification corrects inconsistency between the Conditions and the relevant termsheet relating to the Notes. The Notes permit the substitution of the Issuer with its affiliates without the consent of any holders of Notes where the Issuer provides an irrevocable guarantee of the affiliate's obligations.

Events of default of the Notes - The following events constitute events of default (each, an "Event of Default") under the Notes and would entitle the Noteholder to accelerate the Notes: (i) the Issuer fails to remedy a default in the repayment of any principal and/or the payment of any Additional Payment and/or Supplementary Amount due on the Notes, in each case within 14 days of notice of such default having been given by any Noteholder, provided that the reason for non-payment is not compliance with any fiscal or other law or regulation or court order, or that there is doubt as to the validity of such law, regulation or order in accordance with independent legal advice from advisers which is acceptable to HSBC Bank plc, acting in its capacity as principal paying agent (the "Principal Paying Agent"); or (ii) the passing of a winding-up order in relation to the Issuer. On an Event of Default the Notes will be redeemed against payment of an amount per Note equal to the fair market value of such Note.

Meetings of Noteholders - 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.

Taxation - All payments by the Issuer in respect of the Notes will be made without deduction of any taxes, duties and other similar charges, including United Kingdom taxes, unless the Issuer is required by law to withhold or deduct any such taxes. Therefore, Noteholders may be liable for and/or subject to any taxes, duties and other similar charges, including withholding tax, stamp duty, stamp duty reserve tax and/or similar transfer taxes, payable in respect of the Notes.

(f) The Notes will be direct, unsecured and unsubordinated obligations of the Issuer and will rank equally and without preference among themselves and, at their date of issue, with all other unsecured and unsubordinated obligations of the Issuer (unless preferred by law). The exercise by HM Treasury, the Bank of England, the Prudential Regulation Authority and the United Kingdom Financial Conduct Authority (as applicable) of any powers under the Banking Act 2009 (including especially the bail-in power) could lead to the holders of the Notes losing some or all of their investment or may adversely affect the rights of holders of the Notes, the market value thereof or the Issuer's ability to satisfy its obligations thereunder.
(g) The Notes are freely transferable. However, there are restrictions on the offer and sale of the Notes. The Issuer and HSBC Bank plc (the "Dealer") have agreed restrictions on the offer, sale and delivery of the Notes and on distribution of offering materials in Australia, Brazil, the Dubai International Financial Centre, the European Economic Area, France, Hong Kong, India, Indonesia, Italy, Japan, the Kingdom of Bahrain, Korea, Malaysia, Mexico, the People's Republic of China, Pakistan, Philippines, Russia, Saudi Arabia, Singapore, Spain, Sri Lanka, Switzerland, Taiwan, Thailand, The Netherlands, the United Arab Emirates (excluding the Dubai International Financial Centre), the United Kingdom, the United States of America and Vietnam.

In addition, investors of the Notes, by their purchase of the Notes, will be deemed to have given certain representations, warranties, undertakings, acknowledgements and agreements

Where will the Notes be traded?

Application will be made to admit the Notes to the Official List of the United Kingdom Financial Conduct Authority and to trading on the regulated market of the London Stock Exchange plc.

What are the key risks specific to the Notes

The Notes are direct, unsubordinated and unsecured obligations of the Issuer and not of any other person. If the Issuer's financial position were to deteriorate, there could be a risk that the Issuer would not be able to meet its obligations under the Notes (the Issuer's credit risk), and investors would not be able to enforce security as a method of recouping payments due under the Note. In a worst case scenario, investors in the Notes could lose all of their invested amounts.

The Notes are not ordinary debt securities. The Notes do not pay interest and, depending on the performance of the Underlying as well as certain other factors (including changes in currency exchange rates, changes in interest rates, time remaining to redemption, dividend rates on the Underlying or the Component Securities or, where applicable, the number and type of Underlyings included in a basket to which the relevant Notes relate), may upon redemption return less than the amount invested or nothing.

An investment in the Notes is not equivalent to an investment in the Underlying. Ownership of the Notes does not confer any legal or beneficial interest or any voting or dividend rights in the Underlying or the Component Securities and the value of the Notes may not exactly correlate with the value of the Underlying to which the Notes relate.

Consequences of Disruption. The occurrence of certain events (including but not limited to disruption in relation to the Underlying and/or the exchange on which the Underlying is traded, increased cost of the hedging arrangements and/or currency exchange restriction or disruptions may lead to suspension or postponement of payments, postponement or adjustment of valuations, adjustment of terms agreed to by the holders of Notes or early redemption of the Notes which may have an adverse effect on the value of the Notes and the position of Noteholders.

Illegality or changes in tax law may cause the Notes to be redeemed early. In such circumstances, the Issuer may pay a sum representing the fair market value of such Notes. As a result holders of Notes will forgo any future appreciation in the relevant Underlying and may suffer a loss of some or all of their investments.

Commission, cost of hedging and taxes may be borne by Noteholders. The Issue Price of the Notes may include fees, commission and hedging costs, or such amounts may be deducted from the Final Redemption Amount. Payments under the Notes may be decreased to take into account the effect of taxes, duties or other similar charges and Noteholders will bear the cost of all taxes, duties or other similar charges payable in connection with the subscription, purchase or holding of such Note and any payments under the Notes (in each case including any taxes or duties imposed or increased by a change of tax law or practice).

Currency and Settlement Risks. Amounts payable under the Notes will be payable in the Settlement Currency. Following the imposition or modification of exchange restrictions and controls, the Issuer may suspend its obligations to make any payment under any Notes and holders shall not be entitled to any interest or other compensation in respect of any such suspension.. As the Underlying is referenced in KWD, amounts payable under the Notes may be affected by multiple currency conversion costs which may be passed on to investors.

Emerging market risks: The Underlying in relation to the Notes is located in or listed on an exchange in Kuwait. Investments in emerging markets, and specifically Kuwait, are subject to greater risks than well-developed western markets. Institutions relied upon for the efficient functioning of capital markets, such as stock exchanges, economic, legal and regulatory institutions, systems for the clearing, settlement and registration of securities, may be less developed. Political conditions in certain geographic locations where the issuers of Underlyings may operate may be volatile or unstable, and there could be increased price volatility.

SECTION D – KEY INFORMATION ON THE OFFER AND/OR THE ADMISSION TO TRADING ON A REGULATED MARKET

Under which conditions and timetable can I invest in this security?

The Prospectus has been prepared solely in connection with the admission of Notes to trading on a regulated market pursuant to the UK Prospectus Regulation. There will be no public offer of the Notes.

Application will be made by the Issuer for the Notes to be admitted to trading on the Main Market of the London Stock Exchange. No assurance can be given as to whether or not, or when, such application will be granted. The expense of listing is GBP 675. Expenses in respect of the listing of Notes are not charged directly by the Issuer or Dealer(s) to the Noteholder.

Why is this Prospectus being produced?

The Prospectus has been prepared solely in connection with the admission of Notes to trading on a regulated market pursuant to the UK Prospectus Regulation.

Use and Net Amount of Proceeds: The net amount of proceeds from the issue of Notes will be USD 3,700,000. The net proceeds will be used by the Issuer for profit making or risk hedging purposes.

Conflicts of Interest: The Issuer or its affiliates may engage in hedging or other transactions involving the Underlying which may have a positive or negative effect on the value of the Underlying and therefore on the value of any Notes to which they relate. Certain affiliates of the Issuer may also be the counterparty to the hedge of the Issuer's obligations under an issue of Notes and the Calculation Agent is responsible for making determinations and calculations in connection with the Notes in its sole and absolute discretion acting in good faith . The Issuer or its affiliates may from time to time advise the issuer or obligors of, or publish research reports relating to, the Underlying. The views or advice may have a positive or negative effect on the value of the Underlying and may be inconsistent with purchasing or holding the Notes relating to the Underlying.

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