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

154
Savings Certificates Act or Wet inzake spaarbewijzen, the "SCA") may only be transferred and accepted, directly
or indirectly, within, from or into the Netherlands through the mediation of either the Issuer or a member of
Euronext Amsterdam N.V. with due observance of the provisions of the SCA and its implementing regulations
(which include registration requirements). No such mediation is required, however, in respect of (i) the initial
issue of such Notes to the first holders thereof, (ii) the transfer and acceptance by individuals who do not act in
the conduct of a profession or business, and (iii) the issue and trading of such Notes if they are physically issued
outside the Netherlands and are not immediately thereafter distributed in the Netherlands.
Each Dealer has furthermore represented and agreed and each further Dealer appointed under the Programme
will be required to represent and agree that Notes with a maturity of less than 12 months which qualify as money
market instruments will only be offered, directly or indirectly, in or from the Netherlands, (i) if they each have a
minimum denomination (or minimum aggregate purchase price) of €50,000 or the equivalent thereof in another
currency; or (ii) solely to persons who trade or invest in securities in the conduct of their profession or business
(which includes banks, securities firms, investment institutions, insurance companies, pension funds, other
institutional investors, and finance companies and large enterprises which as an ancillary activity regularly invest
in securities); or (iii) in circumstances where another exception to or exemption or dispensation from the
prohibition of section 3 subsection 4 of the Dutch Act on the Supervision of the Securities Trade 1995 (Wet
toezicht effectenverkeer 1995) applies.
Switzerland
The Base Prospectus and any Final Terms relating to the Notes do not constitute an issue prospectus pursuant to
Art 652a or Art 1156 of the Swiss Code of Obligations and may not comply with the Directive for Notes of
Foreign Borrowers of the Swiss Bankers Association. The products will not be listed on the SWX Swiss
exchange and, therefore, the Base Prospectus and any Final Terms may not comply with the disclosure standards
of the listing rules of the SWX Swiss Exchange.
Accordingly, the products may not be offered to the public in or from Switzerland, but only to a selected and
limited circle of investors, which do not subscribe to the products with a view to distribution. The investors will
be individually approached by the Dealer from time to time.
Kingdom of Spain
Each Dealer has represented and agreed that the Notes may not be offered or sold in the Kingdom of Spain save
in accordance with the requirements of the Spanish Securities Market Law (Ley del Mercado de Valores) of 28
July 1988 as amended and restated and of any other applicable regulation.
Italy
Each of the Dealers and the Issuer has represented and agreed that:
(i)
Offer to the public in Italy:
it will only make an offer of the Notes to the public in the Republic of Italy following recognition by the
Commissione Nazionale per le Società e la Borsa (“CONSOB”) of the Base Prospectus approved by
Commission de Surveillance du Secteur Financier (the "CSSF") as from the date of notification of such
recognition to the CSSF until the date which is 12 months after the date of approval of the Base
Prospectus, all in accordance with article 98 of the Legislative Decree no. 58 of 24 February 1998, as
amended (the "Financial Services Act") and articles 9-bis and 10-bis of CONSOB Regulation no.
11971 of 14 May 1999, as amended ("Regulation no. 11971").