HSBC Holdings PLC — Capital/Financing Update 2011

Mar 16, 2011

BASE PROSPECTUS SUPPLEMENT

HSBC Holdings plc

(A company incorporated with limited liability in England with registered number 617987) as Issuer

DEBT ISSUANCE PROGRAMME

This Base Prospectus Supplement (the "Base Prospectus Supplement") is supplemental to and must be read in conjunction with the Base Prospectus dated 7 March 2011 relating to the Debt Issuance Programme (the "Base Prospectus") prepared by HSBC Holdings plc ("HSBC Holdings") in connection with the application made for Notes to be admitted to listing on the Official List of the Financial Services Authority (in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (the "FSMA"), the "FSA"), and to trading on the Regulated Market of the London Stock Exchange plc (the "London Stock Exchange").

This Base Prospectus Supplement constitutes a supplement for the purposes of Directive 2003/71/EC (the "Prospectus Directive") and a supplementary prospectus for the purposes of section 87G of the Financial Services and Markets Act 2000. Terms defined in the Base Prospectus shall have the same meaning when used in this Base Prospectus Supplement.

To the extent that there is any inconsistency between any statement in this Base Prospectus Supplement and any other statement in or incorporated by reference in the Base Prospectus, the statements in this Base Prospectus Supplement will prevail.

Amendments to the documents incorporated by reference section on Page 15 of the Base Prospectus dated 7 March 2011:

The documents incorporated by reference section on Page 15 of the Base Prospectus dated 7 March 2011 is amended to include the following additional document:

• the Form 20-F of the Issuer dated 8 March 2011 filed with the Securities and Exchange Commission

(as set out at: http://www.sec.gov/Archives/edgar/data/1089113/000095012311023225/0000950123-11- 023225-index.htm).

Investors should be aware of their rights under Section 87Q(4) of the FSMA.

HSBC Holdings accepts responsibility for the information contained in this document. To the best of the knowledge and belief of HSBC Holdings (which has taken all reasonable care to ensure that such is the case) the information contained in this document is in accordance with the facts and does not omit anything likely to affect the import of such information.

16 March 2011