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

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This Base Prospectus (together with all supplements thereto from time to time) constitutes a base
prospectus for the purposes of Article 5.4 of Prospectus Directive and contains all relevant information
concerning the Issuer and the Issuer and its consolidated subsidiaries taken as a whole (the "Group")
which is necessary to enable investors to make an informed assessment of the assets and liabilities,
financial position, profit and losses and prospects of the Issuer, as well as the base terms and conditions of
the Notes to be issued under the Programme. The terms and conditions applicable to each Tranche (as
defined in " Summary of the Base Prospectus") not contained herein (including, without limitation, the
aggregate nominal amount, the issue price, the redemption price thereof, and interest, if any, payable
thereunder) will be determined by the Issuer and the relevant Dealer(s) at the time of the issue and will be
set out in the relevant Final Terms.
This Base Prospectus is to be read in conjunction with any document and/or information which is or may
be incorporated herein by reference in accordance with Article 15 of the Loi relative aux prospectus pour
valeurs mobilières dated 10 July 2005 implementing the Prospectus Directive in Luxembourg and Article
28 of the European Commission Regulation N°809/2004 dated 29 April 2004 (see "Documents
incorporated by Reference" below).
This Base Prospectus may only be used for the purposes for which it has been published.
No person is or has been authorised to give any information or to make any representation other than
those contained in this Base Prospectus in connection with the issue or sale of the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the Issuer,
the Arranger or any of the Dealers (as defined in "Summary of the Base Prospectus"). Neither the
delivery of this Base Prospectus nor any sale made in connection herewith shall, under any circumstances,
create any implication that there has been no change in the affairs of the Issuer or the Group since the
date hereof or the date upon which this Base Prospectus has been most recently supplemented or that
there has been no adverse change in the financial position of the Issuer or the Group since the date hereof
or the date upon which this Base Prospectus has been most recently supplemented or that any other
information supplied in connection with the Programme is correct as of any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offering or sale of the Notes in certain jurisdictions may
be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer,
the Dealers and the Arranger to inform themselves about and to observe any such restriction.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as
amended (the "Securities Act") or with any securities regulatory authority of any state or other
jurisdiction of the United States and the Notes may include Materialised Notes in bearer form that are
subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold
or, in the case of Materialised Notes in bearer form, delivered within the United States or to, or for the
account or benefit of, United States persons as defined in Regulation S under the Securities Act
("Regulation S") or, in the case of certain Materialised Notes in bearer form, the U.S. Internal Revenue
Code of 1986 and regulations thereunder. The Notes are being offered and sold outside the United States of
America to non-U.S. Persons in reliance on Regulation S.
This Base Prospectus has not been submitted to the clearance procedures of the Autorité des marchés
financiers.
For a description of these and certain further restrictions on offers, sales and transfers of Notes and on
distribution of this Base Prospectus, see "Subscription and Sale".
This Base Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer, the
Arranger or the Dealers to subscribe for, or purchase, any Notes.
The Arranger and the Dealers have not separately verified the information contained in this Base
Prospectus. Neither the Arranger nor any of the Dealers (except HSBC France in its capacity as Issuer,
and then only to the extent set out under "Person responsible for the information given in the Base
Prospectus") makes any representation, express or implied, or accepts any responsibility, with respect to
the accuracy or completeness of any of the information in this Base Prospectus. Neither this Base
Prospectus nor any other information supplied in connection with the Programme is intended to provide