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

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

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

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53<br />

Listing and admission to<br />

trading:<br />

Offer to the public:<br />

Rating:<br />

Selling Restrictions:<br />

The Luxembourg Stock Exchange’s Regulated Market and/or any other<br />

Regulated Markets in the EEA in accordance with the Prospectus Directive or<br />

an unregulated stock exchange or market as specified in the relevant Final<br />

<strong>Term</strong>s. As specified in the relevant Final <strong>Term</strong>s, a Series of <strong>Note</strong>s may be<br />

unlisted and not admitted to trading.<br />

The <strong>Note</strong>s may be offered to the public in any Member State of the EEA only if<br />

so specified in the relevant Final <strong>Term</strong>s and in accordance with any applicable<br />

laws and regulations.<br />

<strong>Note</strong>s issued under the <strong>Programme</strong> may, or may not, be rated. The rating (if<br />

any) will be specified in the relevant Final <strong>Term</strong>s. A rating is not a<br />

recommendation to buy, sell or hold securities and may be subject to<br />

suspension, change, or withdrawal at any time by the assigning rating agency.<br />

There are restrictions on the offer and sale of <strong>Note</strong>s and the distribution of<br />

offering material in various jurisdictions. See "Subscription and Sale". In<br />

connection with the offering and sale of a particular Tranche, additional selling<br />

restrictions may be imposed which will be set out in the relevant Final <strong>Term</strong>s.<br />

The Issuer is Category 2 for the purposes of Regulation S under the United<br />

States Securities Act of 1933, as amended.<br />

Materialised <strong>Note</strong>s will be issued in compliance with U.S. Treas. Reg. §1.163-<br />

5(c)(2)(i)(D) (the "D Rules") unless (i) the relevant Final <strong>Term</strong>s states that<br />

such Materialised <strong>Note</strong>s are issued in compliance with U.S. Treas. Reg.<br />

§1.163-5(c)(2)(i)(C) (the "C Rules") or (ii) such Materialised <strong>Note</strong>s are issued<br />

other than in compliance with the D Rules or the C Rules but in circumstances<br />

in which the <strong>Note</strong>s will not constitute "registration required obligations" under<br />

the United States Tax Equity and Fiscal Responsibility Act of 1982<br />

("TEFRA"), which circumstances will be referred to in the relevant Final<br />

<strong>Term</strong>s as a transaction to which TEFRA is not applicable.<br />

Dematerialised <strong>Note</strong>s do not require compliance with the TEFRA Rules.<br />

Available information:<br />

So long as <strong>Note</strong>s are capable of being issued under the <strong>Programme</strong>, copies of<br />

documents relating to the Issuer (notably statuts and financial statements), this<br />

Base Prospectus together with all supplements thereto from time to time and<br />

the Final <strong>Term</strong>s related to <strong>Note</strong>s listed and admitted to trading on a Regulated<br />

Market of the EEA or offered to the public in a Member State of the EEA, in<br />

each case in accordance with the Prospectus Directive, and the Agency<br />

Agreement will, when published, be available during usual business hours on<br />

any weekday (Saturdays, Sundays and public holidays excepted), at the<br />

registered office of the Issuer and at the specified office of the Paying Agent(s).<br />

The Base Prospectus together with all supplements thereto from time to time<br />

and the Final <strong>Term</strong>s related to <strong>Note</strong>s listed and admitted to trading on a<br />

Regulated Market of the EEA or offered to the public in a Member State of the<br />

EEA, in each case in accordance with the Prospectus Directive will be<br />

available on the website of the Issuer (www.hsbc.fr) and on the website of the<br />

Luxembourg Stock Exchange (www.bourse.lu ).

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