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

(c)(d)at any time to fewer than 100 or, if the relevant Member State has implemented the relevant provisionof the 2010 PD Amending Directive (as defined below), 150 natural or legal persons (other thanqualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of therelevant Dealer or Dealers nominated by the Issuer for any such offer; orat any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,provided that no such offer of Notes referred to in paragraphs (b) to (d) above shall require the Issuer or anyDealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectuspursuant to Article 16 of the Prospectus Directive.For the purposes of this provision, the expression an offer of Notes to the public in relation to any Notes in anyRelevant Member State means the communication in any form and by any means of sufficient information onthe terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribethe Notes, as the same may be varied in that Member State by any measure implementing the ProspectusDirective in that Member State and the expression Prospectus Directive means Directive 2003/71/EC (and theamendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the RelevantMember State) and includes any relevant implementing measure in each Relevant Member State and theexpression 2010 PD Amending Directive means Directive 2010/73/EU.United StatesThe Notes have not been and will not be registered under the Securities Act and may not be offered or soldwithin the United States or to, or for the account of benefit of U.S. persons except in certain transactions exemptfrom the registration requirements of the Securities Act. Terms used in this paragraph have the meanings givento them by Regulation S.The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on Regulation S.In addition, until 40 days after the commencement of the offering of an identifiable Tranche of Notes, an offeror sale of Notes within the United States by any dealer (whether or not participating in the offering of suchTranche of Notes) may violate the registration requirements of the Securities Act.Materialised Notes having a maturity of more than one year are subject to U.S. tax law requirements and maynot be offered, sold or delivered within the United States or its possessions or to a United States person, exceptin certain transactions permitted by U.S. Treasury regulations. Terms used in this paragraph have the meaningsgiven to them by the U.S. Internal Revenue Code of 1986 and Treasury regulations thereunder.Each Dealer has agreed and each further Dealer appointed under the Programme will be required to agree that,except as permitted by the Dealer Agreement, it will not offer or sell or, in the case of Materialised Notes,deliver the Notes of any identifiable Tranche (i) as part of their distribution at any time or (ii) otherwise until 40days after completion of the distribution of such Tranche as determined, and certified to the Issuer, by the FiscalAgent, or in the case of Notes issued on a syndicated basis, the Lead Manager, within the United Stated or to, orfor the account or benefit of U.S. persons, and it will have sent to each Dealer to which it sells Notes during thedistribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales ofthe Notes within the United States or to, or for the account of U.S. persons. Terms used in this paragraph havethe meanings given to them by Regulation S.This Base Prospectus has been prepared by the Issuer for use in connection with the offer and sale of the Notesoutside 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 UnitedStates. Distribution of this Base Prospectus by any non-U.S. person outside the United States to any U.S. personor to any other person within the United States is unauthorised and any disclosure without prior written consent112