After giving effect to a required adjustment to the conversion price of our 4 % convertible
notes resulting from the December 2012 special cash
dividend, our 4 % convertible
notes are currently convertible at the option of the
holder into shares of our common stock at a conversion price of $ 6.76 per share.
6 Registered
Notes may be suitable for investors who are willing to forego
dividends or other distributions paid to
holders of stocks comprising the relevant Reference Asset, or the Reference Asset itself, as applicable, do not seek current income from their investment, do not seek an investment for which there is an active secondary market, are willing to hold the securities to maturity and are comfortable with the creditworthiness of HSBC, as issuer of the securities.