HSBC France € 20,000,000,000 Euro Medium Term Note Programme

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In addition, until 40 days after the commencement of the offering of an identifiable Tranche of Notes, an offer or
sale of Notes within the United States by any dealer (whether or not participating in the offering of such Tranche
of Notes) may violate the registration requirements of the Securities Act.
This Base Prospectus has been prepared by the Issuer for use in connection with the offer and sale of the Notes
outside the United States. The Issuer and the Dealers reserve the right to reject any offer to purchase the Notes,
in whole or in part, for any reason. This Base Prospectus does not constitute an offer to any person in the United
States. Distribution of this Base Prospectus by any non-U.S. person outside the United States to any U.S. person
or to any other person within the United States is unauthorised and any disclosure without prior written consent
of the Issuer of any of its contents to any such U.S. person or other person within the United States, is prohibited.
United Kingdom
Each Dealer has represented, warranted and agreed that:
(a)
(b)
(c)
in relation to any Notes which have a maturity of less than one year, (i) it is a person whose ordinary
activities involve it in acquiring, holding, managing or disposing of investments (as principal or
agent) for the purposes of its business and (ii) it has not offered or sold and will not offer or sell any
Notes other than to persons whose ordinary activities involve them in acquiring, holding, managing
or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is
reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for
the purposes of their businesses where the issue of the Notes would otherwise constitute a
contravention of Section 19 of the Financial Services and Markets Act 2000 (the "FSMA") by the
Issuer;
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 does not apply to the Issuer; and
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 United Kingdom.
Japan
The Notes have not been and will not be registered under the Financial Instruments and Exchange Law of Japan
(Law No. 25 of 1948, as amended: the "FIEL"). Accordingly, each of the Dealers has represented and agreed
that it has not, directly or indirectly, offered or sold and will not, directly or indirectly, offer or sell any Notes in
Japan or to or for the benefit of a resident of Japan or to others for re-offering or re-sale, directly or indirectly in
Japan or to, or for the benefit of any resident of Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with the FIEL and other relevant laws, regulations and ministerial
guidelines of Japan. As used in this paragraph, "resident of Japan" means any person resident in Japan, including
any corporation or other entity organised under the laws of Japan.