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

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(individually or when aggregated with any previous purchase) to approximately ten per cent. or more of
the principal amount of the Notes or if it is made by tender offer or exchange offer.
(i)
Cancellation
All Notes purchased by or on behalf of the Issuer must be cancelled, in the case of Dematerialised Notes,
by transfer to an account in accordance with the rules and procedures of Euroclear France and, in the case
of Materialised Notes, by surrendering the relevant Temporary Global Certificate or the Definitive
Materialised Notes in question, together with all unmatured Receipts and Coupons and all unexchanged
Talons, if applicable, to the Fiscal Agent and, in each case, if so transferred or surrendered, shall, together
with all Notes redeemed by the Issuer, be cancelled forthwith (together with, in the case of Dematerialised
Notes, all rights relating to payment of interest and other amounts relating to such Dematerialised Notes
and, in the case of Definitive Materialised Notes, all unmatured Receipts and Coupons and unexchanged
Talons attached thereto or surrendered therewith). Any Notes so cancelled or, where applicable,
transferred or surrendered for cancellation may not be reissued or resold and the obligations of the Issuer
in respect of any such Notes shall be discharged.
8. Payments and Talons
For the purposes of this Condition 8, references to payment or repayment (as the case may be) of
principal and/or interest and other similar expressions will, where the context so admits, be deemed also
to refer to delivery of any Physical Delivery Amount(s).
(a)
Dematerialised Notes
Payments of principal and interest in respect of Dematerialised Notes shall (i) in the case of
Dematerialised Notes in bearer dematerialised form or administered registered form, be made by transfer
to the account denominated in the relevant currency of the relevant Account Holders for the benefit of the
holders of Notes and, (ii) in the case of Dematerialised Notes in fully registered form, to an account
denominated in the relevant currency with a Bank (as defined below) designated by the relevant holder of
Notes. All payments validly made to such Account Holders or Bank will be an effective discharge of the
Issuer in respect of such payments.
(b)
(i)
Definitive Materialised Notes
Method of payment
(A)
(B)
Subject as provided below, payments in a Specified Currency will be made by credit or
transfer to an account denominated in the relevant Specified Currency, or to which the
Specified Currency may be credited or transferred (which, in the case of a payment in
Japanese yen to a non-resident of Japan, shall be a non-resident account) maintained by the
payee with, or, at the option of the payee, by a cheque in such Specified Currency drawn
on, a bank in the principal financial centre of the country of such Specified Currency
(which, if the Specified Currency is euro, shall be any country in the Euro-zone, and, if the
Specified Currency is Australian dollars or New Zealand dollars, shall be Sydney or
Auckland, respectively).
In the case of Physical Delivery Notes which are settled by way of delivery, on the due date
for redemption, the Issuer shall deliver, or procure the delivery of, the documents
evidencing the number of, and/or constituting the Physical Delivery Amount to or to the