HSBC Holdings PLC — Capital/Financing Update 2022

Feb 25, 2022

BASE PROSPECTUS SUPPLEMENT DATED 23 FEBRUARY 2022

HSBC Bank plc

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

as Issuer

This base prospectus supplement (the "Base Prospectus Supplement") is supplemental to and must be read in conjunction with: (i) the base prospectus dated 24 May 2021 relating to the Debt Issuance Programme and the supplement thereto dated 3 August 2021 (together, the "DIP Base Prospectus"); (ii) the base prospectus dated 27 May 2021 relating to the issuance of Market Access Notes and Warrants under the Programme for the Issuance of Notes and Warrants and the supplement thereto dated 3 August 2021 (together, the "Market Access Base Prospectus"); and (iii) the base prospectus dated 17 June 2021 relating to the issuance of Preference Share-Linked Notes under the Programme for the Issuance of Notes and Warrants and the supplement thereto dated 3 August 2021 (together, the "Preference Share-Linked Base Prospectus"); (the DIP Base Prospectus, the Market Access Base Prospectus, and the Preference Share-Linked Base Prospectus together being hereafter referred to as the "Base Prospectuses") each prepared by HSBC Bank plc (the "Issuer") in connection with the applications made for Notes, Warrants or Certificates (as applicable) to be admitted to listing on the Official List of the Financial Conduct Authority (in its capacity as competent authority for the purposes of Part VI of the Financial Services and Markets Act 2000 (the "FSMA")) and to trading on the main market of the London Stock Exchange plc and/or the offer of Notes, Warrants or Certificates to the public (as applicable).

This Base Prospectus Supplement constitutes a supplement 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") and a supplementary prospectus for the purposes of section 87G of the FSMA. Terms defined in the Base Prospectuses shall have the same meaning when used in this Base Prospectus Supplement.

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

The purpose of this Base Prospectus Supplement is to:

• disclose that on 22 February 2022, the Issuer published its annual report and accounts for the year ended 31 December 2021 (the "Annual Report and Accounts"), which contains the audited consolidated financial statements of the Issuer and the independent auditors' report thereon, in respect of the financial year ended 31 December 2021. The Annual Report and Accounts are available at https://www.hsbc.com/investors/results-and-announcements/all-reporting/subsidiaries. The Annual Report and Accounts, other than information incorporated by reference therein, is hereby incorporated by reference into the Base Prospectuses;
• replace paragraph 2 of the "General Information" section of the registration document prepared by the Issuer dated 24 May 2021 (which is incorporated by reference into the Base Prospectuses) with the following statement:

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"There has been no significant change in the financial position or financial performance of the Issuer or the Group nor any material adverse change in the prospects of the Issuer since 31 December 2021"; and

• replace each of paragraph 8 of the 'General Information' section of the Market Access Base Prospectus and paragraph 8 of the 'General Information' section of the Preference Share-Linked Base Prospectus with the following statement:

"There has been no significant change in the financial position or financial performance of the Issuer and its subsidiary undertakings nor any material adverse change in the prospects of the Issuer since 31 December 2021."

To the extent that any document or information incorporated by reference itself incorporates any information by reference, either expressly or impliedly, such information will not form part of this Base Prospectus Supplement or any of the Base Prospectuses for the purposes of the UK Prospectus Regulation, except where such information or documents are stated within this Base Prospectus Supplement as specifically being incorporated by reference or where this Base Prospectus Supplement is specifically defined as including such information.

To the extent there is any inconsistency between (a) any statement in this Base Prospectus Supplement or any statement incorporated into the Base Prospectuses by this Base Prospectus Supplement and (b) any other statement in, or incorporated by reference in, the Base Prospectuses, the statements in this Base Prospectus Supplement will prevail.

Save as disclosed in this Base Prospectus Supplement, no significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectuses has arisen since the publication of the Base Prospectuses.

In circumstances where Article 23(2) of the UK Prospectus Regulation applies, investors who have agreed to purchase or subscribe for any Notes, Warrants or Certificates prior to the publication of this Base Prospectus Supplement may have the right to withdraw their acceptance. Investors wishing to exercise any such right should do so by giving notice in writing to the person from whom they agreed to purchase or subscribe for such Notes, Warrants or Certificates. This right is exercisable up to, and including 28 February 2022, which is the final date for the exercise of such right to withdraw.

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